Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor will not sell, offer to sell, or otherwise transfer or dispose of the Collateral, except (i) transfers, sales or dispositions of Collateral that is obsolete or worn out property disposed of in the ordinary course of business and (ii) other asset dispositions provided that such other asset dispositions do not exceed $200,000.00 in the aggregate for any fiscal year. So long as no Event of Default has occurred, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor will not, without the prior written consent of the Secured Party, pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Lien, other than the Liens provided for in this Agreement and Permitted Liens. This includes Liens even if junior in right to the Liens granted under this Agreement. Unless waived by the Secured Party, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for the Secured Party and shall not be commingled with any other funds; provided, however, this requirement shall not constitute consent by the Secured Party to any sale or other disposition. Upon receipt Grantor will immediately deliver any such proceeds to the Secured Party.
Appears in 2 contracts
Sources: Loan Agreement (Cutter & Buck Inc), Loan Agreement (Cutter & Buck Inc)
Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, and as otherwise provided for in this Agreement or the Credit Agreement (“Permitted Sales”), Grantor will shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral, except (i) transfers, sales or dispositions of Collateral that is obsolete or worn out property disposed of in the ordinary course of business and (ii) other asset dispositions provided that such other asset dispositions do not exceed $200,000.00 in the aggregate for any fiscal year. So long as While no Event of Default has occurredis continuing under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor will not, without Except for Liens (as defined in the prior written consent Credit Agreement) permitted by Section 7.3 of the Secured PartyCredit Agreement, Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Lienlien, security interest, encumbrance, or charge, other than the Liens security interest provided for in this Agreement and Permitted LiensAgreement, without the prior written consent of Agent. This includes Liens security interests even if junior in right to the Liens security interests granted under this Agreement. Unless Except with respect to Permitted Sales, unless waived by the Secured PartyAgent, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Agent for the Secured Party benefit of the Lenders and shall not be commingled with any other funds; provided, provided however, this requirement shall not constitute consent by the Secured Party Agent to any sale or other disposition. Upon receipt receipt, Grantor will shall immediately deliver any such proceeds held in trust to Agent. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a Permitted Sale, then the security interest created pursuant to this Agreement in such Collateral shall be released, and the term “Collateral” shall cease to include the assets or property so released, provided that Grantor is in compliance with the provisions hereof. Title. Grantor represents and warrants to Agent that Grantor holds good and marketable title to the Secured PartyCollateral, free and clear of all liens and encumbrances except for the lien of this Agreement and Liens permitted by Section 7.3 of the Credit Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Agent has specifically consented. Grantor shall defend Agent's rights in the Collateral against the claims and demands of all other persons.
Appears in 1 contract
Sources: Continuing General Security Agreement (Cpi Aerostructures Inc)
Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's ’s business, or as otherwise provided for in this Agreement, Grantor will shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral, except (i) transfers, sales or dispositions of Collateral that . While Grantor is obsolete or worn out property disposed of not in the ordinary course of business and (ii) other asset dispositions provided that such other asset dispositions do not exceed $200,000.00 in the aggregate for any fiscal year. So long as no Event of Default has occurreddefault under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's G▇▇▇▇▇▇’s business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor will not, without the prior written consent of the Secured Party, shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Lienlien, security interest, encumbrance, or charge, other than the Liens security interest provided for in this Agreement and Permitted LiensAgreement, without the prior written consent of Lender. This includes Liens security interests even if junior in right to the Liens security interests granted under this Agreement. Unless waived by the Secured PartyL▇▇▇▇▇, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for the Secured Party Lender and shall not be commingled with any other funds; provided, provided however, this requirement shall not constitute consent by the Secured Party Lender to any sale or other disposition. Upon receipt receipt, Grantor will shall immediately deliver any such proceeds to Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Secured PartyCollateral, free and clear of all liens and encumbrances except for the lien of this Agreement. The liens granted hereby are not the type of lien referred to in Chapter 575 of the Iowa Code Supplement, as now enacted or hereafter modified, amended or replaced. Grantor, for itself and all persons claiming by, through or under G▇▇▇▇▇▇, agrees that it claims no lien or right to a lien of the type contemplated by Chapter 575 or any other chapter of the Code of Iowa and further waives all notices and rights pursuant to said law with respect to the liens hereby granted, and represents and warrants that it is the sole party entitled to do so and agrees to indemnify, defend, and hold harmless Lender from any loss, damage, and costs, including reasonable attorney fees, threatened or suffered by L▇▇▇▇▇ ▇▇▇▇▇▇▇ either directly or indirectly as a result of any claim of the applicability of said law to the liens hereby granted. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend L▇▇▇▇▇’s rights in the Collateral against the claims and demands of all other persons.
Appears in 1 contract
Sources: Commercial Security Agreement (Arts Way Manufacturing Co Inc)
Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor will not sell, offer to sell, or otherwise transfer or dispose of the Collateral, except (i) transfers, sales or dispositions of Collateral that is obsolete or worn out property disposed of in the ordinary course of business and (ii) other asset dispositions provided that such other asset dispositions do not exceed $200,000.00 in the aggregate for any fiscal year. So long as no Event of Default has occurred, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Except in the ordinary course of its business, Grantor will not: (a) grant any extension of the time of payment of any amount owing to it by any account debtor; (b) compromise or settle the same for less than the full amount thereof; (c) release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount thereon. Grantor will not, without the prior written consent of the Secured Party, pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Lien, other than the Liens provided for in this Agreement and Permitted Liens. This includes Liens even if junior in right to the Liens granted under this Agreement. Unless waived by the Secured Party, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for the Secured Party and shall not be commingled with any other funds; provided, however, this requirement shall not constitute consent by the Secured Party to any sale or other disposition. Upon receipt Grantor will immediately deliver any such proceeds to the Secured Party. The proceeds of sales, leases, collections or other dispositions of the Collateral will not be credited to the Obligations unless and until actually received in cash by the Secured Party.
Appears in 1 contract
Sources: Loan Agreement (Cutter & Buck Inc)
Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, and as otherwise provided for in this Agreement and in Sections 7.6(a)-(d) of the Credit Agreement (“Permitted Sales”), Grantor will shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral, except (i) transfers, sales or dispositions of Collateral that is obsolete or worn out property disposed of in the ordinary course of business and (ii) other asset dispositions provided that such other asset dispositions do not exceed $200,000.00 in the aggregate for any fiscal year. So long as While no Event of Default has occurredis continuing under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor will not, without Except for Liens (as defined in the prior written consent Credit Agreement) permitted by Section 7.3 of the Secured PartyCredit Agreement, Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Lienlien, security interest, encumbrance, or charge, other than the Liens security interest provided for in this Agreement and Permitted LiensAgreement, without the prior written consent of Lender. This includes Liens security interests even if junior in right to the Liens security interests granted under this Agreement. Unless Except with respect to Permitted Sales, unless waived by the Secured PartyLender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for the Secured Party Lender and shall not be commingled with any other funds; provided, provided however, this requirement shall not constitute consent by the Secured Party Lender to any sale or other disposition. Upon receipt receipt, Grantor will shall immediately deliver any such proceeds held in trust to Lender. If any of the Secured PartyCollateral shall be sold, transferred or otherwise disposed of by any Grantor in a Permitted Sale, then the security interest created pursuant to this Agreement in such Collateral shall be released, and the term “Collateral” shall cease to include the assets or property so released, provided that Grantor is in compliance with the provisions hereof.
Appears in 1 contract
Sources: Continuing General Security Agreement (Cpi Aerostructures Inc)