Sale of Collateral, Etc Sample Clauses

The "Sale of Collateral, Etc" clause authorizes a secured party, typically a lender, to sell or otherwise dispose of collateral in the event of a default by the borrower. In practice, this means that if the borrower fails to meet their obligations, the lender can seize and sell the pledged assets—such as equipment, inventory, or accounts receivable—to recover the outstanding debt. This clause is essential for protecting the lender’s interests by providing a clear mechanism for recouping losses if the borrower defaults, thereby allocating risk and incentivizing timely repayment.
Sale of Collateral, Etc. No Pledgor will (i) sell, assign, transfer, convey, or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the lien and security interest created by this Agreement.
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Sale of Collateral, Etc. Unless the Note is simultaneously prepaid in accordance with its terms or the Pledgee consents to such transaction, no Pledgor will, directly or indirectly, (A) sell, assign, transfer, convey or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as currently set forth in the Partnership Agreement, or (B) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the lien and security interest created by this Agreement or (C) do anything or suffer to exist anything, or omit to do anything or suffer to exist any omission which would cause the value of the Collateral to diminish in such a way as to have a material adverse effect on the Pledgee or on its rights in respect of the Note, this Agreement or the Collateral, including without limitation any dilution of the partnership interests, except as currently set forth in the Partnership Agreement. Notwithstanding the foregoing, the provisions of this Section 6.1.1 shall not apply to (I) any transfer of any interest in any Pledgor to an entity all of the outstanding voting equity interests of which are owned, directly or indirectly, by Westfield Holdings Limited or (II) any transfer of any shares of stock of Westfield Holdings Limited, PROVIDED that the Pledgors shall give the Pledgee at least 10 days' prior written notice of any such transfer under clause (I) above and shall execute and deliver to the Pledgee such documents as the Pledgee may reasonably request in connection therewith.
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Sale of Collateral, Etc. (a) No Pledgor will (i) sell, assign, transfer, convey, or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the lien and security interest created by this Agreement. (b) Without the prior written consent of the Pledgee, Entree will not, and Anderson will insure that En▇▇▇▇ ▇▇▇s not, do any of the following: amend, cancel, terminate or otherwise modify the Red Tulip Operating Agreement; give any consent, waiver or other approval thereunder; waive any default under or breach of the Red Tulip Operating Agreement; designate Managers (as such term is defined in the Red Tulip Operating Agreement) of Red Tulip other than Entree and Anderson; or take any other ▇▇▇▇▇▇ ▇n connection with such agreement or the LLC Interest that would materially impair the value of the interests or rights of any Pledgor thereunder or with respect thereto. (c) Notwithstanding the foregoing clause (b), Entree may, without the prior written consent of the Pledgee, cause Red Tulip to incur indebtedness and in connection with such indebtedness to cause to be executed and delivered by Red Tulip a mortgage on the real estate property owned by Red Tulip, known as 419-421 Broome Street, New Y▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ such loan, provided that the proceeds from such loan are used by Red Tulip exclusively for the purpose of making improvements to such property.
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Sale of Collateral, Etc. Holdings will not, and will not permit any Credit Party to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease, charter or otherwise dispose of all or any part of the Collateral, except that: (i) Holdings and each of its Subsidiaries may sell, lease or otherwise dispose of any Mortgaged Vessel, provided that (A) such sale is made at fair market value (as determined in accordance with the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 or 8.01(i) or delivered at the time of such sale to the Administrative Agent by the Borrower), (B) 100% of the consideration in respect of such sale shall consist of cash or cash equivalents received by Holdings, the Borrower or the respective Subsidiaries Guarantor which owned such Mortgaged Vessel, on the date of consummation of such sale, (C) the Total Commitment shall be reduced at the time of such sale to the extent required pursuant to Section 3.03, and any prepayments of the Loans required pursuant to Section 4.02(a) as a consequence of such reduction shall have been made, and (D) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, certified by the senior financial officer of the Borrower, demonstrating pro forma compliance (giving effect to such Collateral Disposition and, in the case of calculations involving the Appraised Value of Mortgaged Vessels, using valuations consistent with the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 or 8.01(i) with each of the covenants set forth in Sections 9.06 through 9.09, inclusive, for the most recently ended Test Period (or at the time of such sale, as applicable) and projected compliance with such covenants for the one year period following such Collateral Disposition, in each case setting forth the calculations required to make such determination in reasonable detail; (ii) the Borrower or any Subsidiary of the Borrower may sell or discount, in each without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale of financing transaction); (iii) any Subsidiaries Guarantor may transfer Collateral or lea...
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Sale of Collateral, Etc. Following the occurrence of an Event of Default, any of the Holders may sell, assign, and deliver the whole or any part of the Collateral, as more fully described in the Security Agreement. Following the occurrence of an Event of Default, any of the Holders are empowered to collect or cause to be collected or otherwise to be converted into money all or any part of the Collateral, by suit or otherwise, and to surrender, compromise, release, renew, extend, exchange or substitute any item of the Collateral in transactions with the Company or any third party, irrespective of any assignment thereof by the Company, and without prior notice to or consent of the Company or any assignee.
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Related to Sale of Collateral, Etc

  • Sale of Collateral In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewith, and take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

  • Release of Collateral, etc Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Obligations;

  • Defense of Collateral, Etc The Company shall defend and enforce its right, title and interest in and to any part of: (a) the Pledged Property; and (b) if not included within the Pledged Property, those assets and properties whose loss could have a Material Adverse Effect, the Company shall defend the Secured Party's right, title and interest in and to each and every part of the Pledged Property, each against all manner of claims and demands on a timely basis to the full extent permitted by applicable law.

  • Additional Collateral, etc (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments. (c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.

  • Application of Collateral Proceeds The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.