Remedies With Respect to the Collateral Sample Clauses

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Remedies With Respect to the Collateral. (a) Upon the occurrence of an Event of Default, then or at any time during the continuance of such occurrence, the Lender is hereby authorized and empowered, at its election, (i) to transfer and register in its or its nominee's name the whole or any part of the Collateral, (ii) to exercise all voting rights with respect thereto, (iii) to demand, ▇▇▇ for, collect, receive and give acquittance for any and all cash dividends or other distributions or monies due or to become due upon or by virtue thereof, and to settle prosecute or defend any action or proceeding with respect thereto, (iv) to sell in one or more sales the whole or any part of the Collateral or otherwise to transfer or assign the same, applying the proceeds therefrom to the payment of the Borrower's obligations under this Agreement, and (v) otherwise to act with respect to the Collateral or the proceeds thereof as though the Lender were the outright owner thereof, the Borrower hereby irrevocably constituting the Lender as its proxy and attorney-in-fact, with full power of substitution to do so. The Borrower and the Lender hereby agree that, if an Event of Default shall have occurred prior to the completion of a public offering of common stock of the Lender and the Lender has determined to accept the KMOC Stock as payment for the principal and interest outstanding on the Loan, each share of KMOC Stock shall be valued, solely for determining the number of shares to be paid pursuant to this Section 2.3(a), (i) at U.S.$520.00 or (ii) at the option of the Lender, at the appraised value of such shares as determined by a nationally accepted accounting firm; provided, however, that the value of each share of KMOC Stock determined pursuant to clause (i) shall be adjusted as appropriate for any stock splits, combinations and dividends or other distributions consisting of, or payable in, shares of common stock of the Lender. Notwithstanding the foregoing, following the completion of an initial public offering of the Lender's common stock, the common stock of the Lender shall be valued at the market price listed for such shares on the public exchange on which such shares are traded. (b) The Borrower agrees that it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Collateral or the possess...
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Remedies With Respect to the Collateral. (a) If any Claim remains unresolved thirty (30) days after the date of receipt of the applicable Claim Notice, then Pledgee, without obligation to resort to other security, shall have the right at any time and from time to time thereafter to apply, after three (3) business days’ prior written notice to Pledgor (each an “Application Notice”), Collateral with a Value equal to the Estimated Claims Amount, in one or more parcels at the same or different times, and to receive all right, title and interest, claim and demand therein and right of redemption thereof, same to be applied by Pledgee to payment of such Outstanding Claims. (b) Notwithstanding anything to the contrary in this Agreement or the Contribution Agreement, the sole recourse of the Pledgee against the Pledgor for the Secured Obligations is limited to the rights of the Pledgor in any Collateral that is applied by the Pledgee in strict accordance with the terms and conditions hereof to satisfy such Secured Obligations. (c) No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any transfer of Collateral to the Pledgee in strict accordance with the terms and conditions of this Agreement. (d) Subject to the provisions of Section 13(b) above, the remedies provided herein in favor of the Pledgee relating to the Collateral shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of the Pledgee relating to the Collateral existing at law or in equity.
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Remedies With Respect to the Collateral. (i) At such time that a claim becomes a Secured Obligation, the Pledgee, without obligation to resort to other security, shall have the right at any time and from time to time receive all or any part of Collateral with a Value equal to the amount of the Secured Obligation, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof. Recourse against the Pledgors is limited to the rights of the Pledgors in any such Collateral that is applied to satisfy a Secured Obligation. (ii) No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any transfer of Collateral to the Pledgee pursuant to this Agreement. (iii) The remedies provided herein in favor of the Pledgee shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of the Pledgee existing at law or in equity.
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Remedies With Respect to the Collateral. If the OOGEDT shall proceed to realize its benefits under this Agreement or any other documents granting the OOGEDT a Lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, the OOGEDT may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, the OOGEDT shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against the Company or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, the Company hereby consents to such action by the OOGEDT and waives any claim based upon such action, even if such action by the OOGEDT shall result in a full or partial loss of any rights of subrogation that the Company might otherwise have had but for such action by the OOGEDT. In addition to any other rights or remedies hereunder or under applicable law, the Company hereby agrees that the OOGEDT and its successors and assigns shall have all of the following rights and remedies with respect to the Collateral:
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Remedies With Respect to the Collateral. Exercise any of the following rights with respect to the Collateral: (i) foreclose upon all or any portion of the Collateral or otherwise enforce the security interest in favor of the Lender in any manner permitted by law or provided for in this Credit Agreement or in Loan Documents; (ii) recover from each Borrower all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred or paid by the Lender in exercising any right, power or remedy provided by this Credit Agreement or any other Loan Document or by law; and (iii) apply the proceeds of any exercise of remedies by the Lender with respect to any Collateral pursuant to the foregoing provisions to payment of the following obligations, and the Lender may account for the purchase price of any sale by crediting the sales price against: (A) first, the expenses of the liquidation, sale or collection, the costs of any action and any other costs or expenses for which each Borrower is obligated; and (B) then, all other Secured Obligations of such Borrower, including, without limitation, all amounts then due, owing and unpaid for principal, interest and other amounts under this Credit Agreement and the other Loan Documents in such order and proportions as the Lender in its discretion may choose; and
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Remedies With Respect to the Collateral. UPON THE HAPPENING OF ANY EVENT OF DEFAULT UNDER THIS MORTGAGE, MORTGAGEE SHALL HAVE THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF KENTUCKY AND ANY AND ALL OTHER RIGHTS AVAILABLE TO MORTGAGEE AT LAW OR IN EQUITY OR PURSUANT TO THE TERMS OF THIS MORTGAGE OR ANY OF THE LOAN DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MORTGAGEE MAY UPON THE HAPPENING OF ANY EVENT OF DEFAULT, EXERCISE THE FOLLOWING RIGHTS AND REMEDIES: 5.1 MORTGAGEE MAY RECEIVE PAYMENT OF, ENDORSE, AND DEPOSIT ANY AND ALL MONIES, CHECKS, DRAFTS, PROMISSORY NOTES, CLAIMS AND OTHER AMOUNTS DUE AND TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT OF THE COLLATERAL. MORTGAGEE AT ANY TIME WITHOUT NOTICE TO MORTGAGOR MAY NOTIFY ANY PERSONS WHO ARE INDEBTED TO MORTGAGOR WITH RESPECT TO THE COLLATERAL, AND MAY DIRECT SUCH PERSONS TO MAKE PAYMENT DIRECTLY TO MORTGAGEE OF THE AMOUNTS DUE. MORTGAGOR AGREES ANY PERSON RECEIVING ANY SUCH NOTICE MAY RELY FULLY ON THE SAME AND TO RELEASE, HOLD HARMLESS AND PROTECT SUCH PERSONS IN MAKING SUCH PAYMENTS ON RELIANCE THEREON. 5.2 MORTGAGEE MAY COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR PROCEEDING AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO COLLECT ANY OF THE COLLATERAL AND TO ENFORCE ANY OTHER RIGHT IN RESPECT OF THE COLLATERAL. 5.3 MORTGAGEE MAY SETTLE, COMPROMISE OR ADJUST ANY SUIT, ACTION OR PROCEEDING DESCRIBED ABOVE, AND, IN CONNECTION THEREWITH, GIVE SUCH DISCHARGES OR RELEASES AS MORTGAGEE MAY DEEM APPROPRIATE. 5.4 MORTGAGEE MAY, GENERALLY, UPON SUCH TERMS AND CONDITIONS AS IT MAY DEEM NECESSARY OR APPROPRIATE, SELL, TRANSFER, PLEDGE, LEASE, EXCHANGE, ASSIGN, COLLECT, SETTLE, ADJUST, COMPROMISE, MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY AS THOUGH MORTGAGEE WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO DO, AT MORTGAGEE’S OPTION, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH MORTGAGEE DEEMS NECESSARY OR APPROPRIATE TO PROTECT OR PRESERVE THE COLLATERAL AND TO CREATE, PERFECT, PROTECT AND PRESERVE MORTGAGEE’S SECURITY INTEREST AND RIGHTS THEREIN, AND TO COLLECT AND REALIZE THEREUPON, IN ORDER TO EFFECT THE INTENT OF THIS MORTGAGE, ALL AS FULLY AND EFFECTIVELY AS MORTGAGOR MIGHT DO.
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Remedies With Respect to the Collateral. If any one or more of the --------------------------------------- Events of Default shall occur or shall exist, the Bank may then, or at any time thereafter: (a) foreclose its lien or security interest in the Collateral in any way permitted by law, or upon ten (10) days prior written notice to the Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the Bank, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Bank, in its sole discretion, may elect, and at any such sale, the Bank may bid for and become the purchaser of any or all such Collateral (pending any such action the Bank may liquidate the Collateral); (b) grant extensions to, or adjust claims of, or make compromises or settlements, with, debtors, guarantors or any other parties with respect to Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower's liability under this Agreement or the Notes (the Borrower waives notice of acceptance, of nonpayment, protest or notice of protest for any Accounts, Chattel Paper or any of its contract rights and any other notices to which the Borrower may be entitled); (c) enter any premises where Fixtures, Equipment and/or Inventory are located and take possession and control of such collateral without demand or notice and without prior judicial hearing or legal proceedings, which the Borrower expressly waives; (d) require the Borrower promptly to assemble the Fixtures, Equipment, and Inventory, and make them available to the Bank at a place or places to be designated by the Bank (the right of the Bank under this paragraph to have the Fixtures, Equipment, and Inventory assembled and made available to the Bank is of the essence of this Agreement and the Bank may, at its election, enforce such right by a ▇▇▇▇ in equity for injunctive relief or specific performance); (e) use and operate under all trade names under which the Borrower does business; and (f) apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 6.2 of this Agreement, any Proceeds received by the Bank from insurance, first to the payment of the reasonable costs and expenses incurred by the Bank in connection with such sale or collection, including without limitation reasonable attorneys' f...
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Related to Remedies With Respect to the Collateral

  • Rights with respect to Collateral Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.

  • Rights and Remedies of the Collateral Agent (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

  • Remedies; Disposition of the Collateral If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

  • Priorities and Agreements With Respect to Shared Collateral Section 2.01.

  • Other Agreements with Respect to Indemnification The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification.