Fixed Security. The Chargor, with full title guarantee, as security for the payment or discharge of all Secured Obligations, charges to the Chargee the following: (a) by way of legal mortgage, all Land in England and Wales now vested in it and registered at the Land Registry or which will be subject to first registration at the Land Registry upon the execution and delivery of this Debenture, including the Land (if any) described under its name in Schedule 1 (Registered Land to be Mortgaged); (b) by way of legal mortgage, all other Land in England and Wales now vested in it and not registered at the Land Registry; (c) by way of first fixed charge: (i) all other Land which is now, or in the future becomes, its property; (ii) all interests and rights in or relating to Land or the proceeds of sale of Land now or in the future belonging to it; (iii) all plant and machinery now or in the future attached to any Land which, or an interest in which, is charged by it under the preceding provisions of this clause 4.2; (iv) all income of any kind whatsoever and all debts and claims now or in the future due or owing to it under or in connection with any lease, agreement or licence relating to Land; (v) all Specified Investments which are now, or in the future become, its property; (vi) all Derivative Rights now or in the future accruing in respect of its Specified Investments; (vii) all Investments (other than Specified Investments) which are now, or in the future become, its property, and all Derivative Rights now or in the future accruing in respect of those Investments; (viii) where Investments are held in a Relevant System, all its rights against the operator of the Relevant System or any participant in respect of such Investments; (ix) all insurance or assurance contracts or policies now or in the future held by or otherwise benefiting it which relate to Fixed Security Assets or which are now or in the future deposited by it with the Chargee, together with all its rights and interests in such contracts and policies (including the benefit of all claims arising and all money payable under them) apart from any claims which are otherwise subject to a fixed charge or assignment (at law or in equity) in this Debenture; (x) all its goodwill and uncalled capital for the time being; (xi) all Specified Intellectual Property belonging to it; (xii) all other Intellectual Property presently belonging to it, including any Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others; (xiii) all Intellectual Property that may be acquired by or belong to it in the future, including any such Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others; (xiv) the benefit of all agreements and licences now or in the future entered into or enjoyed by it relating to the use or exploitation of any Intellectual Property in any part of the world; (xv) all its rights now or in the future in relation to trade secrets, confidential information and knowhow in any part of the world enjoyed now or in the future; (xvi) all its rights and causes of action in respect of infringement(s) (past, present or future) of the rights referred to in sub-paragraphs (c)(xi) to (xv) inclusive of this clause 4.2; (xvii) all Non-vesting Debts and all Other Debts; (xviii) the benefit of all instruments, guarantees, charges, pledges and other security and all other rights and remedies available to it in respect of any Fixed Security Asset except to the extent that such items are for the time being effectively assigned under clause 4.1 (Assignments); (xix) any beneficial interest, claim or entitlement it has in any pension fund now or in the future; (xx) all rights, money or property accruing or payable to it now or in the future under or by virtue of a Fixed Security Asset except to the extent that such rights, money or property are for the time being effectively assigned or charged by fixed charge under the foregoing provisions of this Debenture; (xxi) all its interests, rights and receipts in respect of moneys at any time standing to the credit of the Account; (xxii) all moneys at any time standing to the credit of any of its other bank accounts; and (xxiii) the benefit of all licences, consents and authorisations held in connection with its business or the use of any Asset and the right to recover and receive all compensation which may be payable in respect of them.
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Sources: Debenture (Corgenix Medical Corp/Co)
Fixed Security. The Each Chargor, with full title guarantee, as security for the payment or discharge and performance of all the Secured Obligations, charges to Liabilities and in the Chargee the followingmanner specified in Clause 1.2(g) of this Deed:
(a) charges in favour of Burdale by way of a first legal mortgage, mortgage all Land in England and Wales now vested in it and registered at the Land Registry or which will be subject to first registration at the Land Registry upon the execution and delivery of this Debenture, including the Land property (if any) described under its name now belonging to it and specified in Schedule 1 (Registered Land 2 and all other interests in any freehold or leasehold property now or in the future belonging to be Mortgaged);it; and
(b) charges in favour of Burdale by way of legal mortgage, all other Land in England and Wales now vested in it and not registered at the Land Registry;
(c) by way of a first fixed charge:
(i) all other Land which is now, or in (to the future becomes, its property;
(iiextent that they are not within Clause 2(a)) all interests and rights in any freehold or relating to Land or the proceeds of sale of Land leasehold property now or in the future belonging to it;
(iiiii) all plant and machinery Equipment (other than any Specified Equipment effectively mortgaged to Burdale by way of a first legal mortgage pursuant to Clause 2(e)) now or in the future attached belonging to any Land which, or an it and its interest in which, is charged by it under the preceding provisions of this clause 4.2;
(iv) all income of any kind whatsoever and all debts and claims now or in the future due or owing to it under or in connection with any lease, agreement or licence relating to Land;
(v) all Specified Investments which are now, or in the future become, its property;
(vi) all Derivative Rights now or in the future accruing in respect of its Specified Investments;
(vii) all Investments (other than Specified Investments) which are now, or in the future become, its property, and all Derivative Rights now or in the future accruing in respect of those Investments;
(viii) where Investments are held in a Relevant System, all its rights against the operator of the Relevant System or any participant in respect of such Investments;
(ix) all insurance or assurance contracts or policies now or in the future held by or otherwise benefiting it which relate to Fixed Security Assets or which are now or in the future deposited by it with the Chargee, together with all its rights and interests in such contracts and policies (including the benefit of all claims arising and all money payable under them) apart from any claims which are otherwise subject to a fixed charge or assignment (at law or in equity) in this Debenture;
(x) all its goodwill and uncalled capital for the time being;
(xi) all Specified Intellectual Property belonging to it;
(xii) all other Intellectual Property presently belonging to it, including any Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(xiii) all Intellectual Property that may be acquired by or belong to it in the future, including any such Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(xiv) the benefit of all agreements and licences now or Equipment in the future entered into or enjoyed by it relating to the use or exploitation of any Intellectual Property in any part of the world;
(xv) all its rights now or in the future in relation to trade secrets, confidential information and knowhow in any part of the world enjoyed possession now or in the future;
(xviiii) all of its rights benefits, claims and causes returns of action premiums in respect of infringement(s) (past, present or future) of the rights referred to in sub-paragraphs (c)(xi) to (xv) inclusive of this clause 4.2Insurances;
(xviiiv) all Non-vesting Debts of its right, title and interest (if any) in and to the Blocked Accounts and all Other Debtsmonies standing to the credit of any the Blocked Accounts and the debts represented by them;
(xviiiv) its goodwill and its uncalled capital both present and future;
(vi) its Book Debts, both uncollected and collected, the proceeds of the same and all monies otherwise due and owing to such Chargor but excluding the Charged Accounts and any amounts standing to the credit of any Charged Account;
(vii) the benefit of all instrumentsrights, guarantees, charges, pledges securities and other security and all other rights and remedies available to guarantees of whatsoever nature enjoyed or held by it in respect of any Fixed Security Asset except relation to the extent that such items are for the time being effectively assigned under clause 4.1 (Assignmentsanything in sub-paragraph 2.1(b)(vii);
(xixviii) its rights under any hedging arrangements;
(ix) any of its beneficial interest, claim or entitlement it has in any pension fund now or in the futurefund;
(xx) all rights, money or property accruing or payable to it now or in the future under or by virtue of a Fixed Security Asset except to the extent that such rights, money or property are for the time being effectively assigned or charged by fixed charge under the foregoing provisions of this Debenture;
(xxi) all its interests, rights and receipts in respect of moneys at any time standing to the credit of the Account;
(xxii) all moneys at any time standing to the credit of any of its other bank accounts; and
(xxiiix) the benefit of all licencespermissions of whatsoever nature and whether statutory or otherwise, consents and authorisations held in connection with its business or the use of any Security Asset and the right to recover and receive all compensation which may be payable to it;
(xi) its Intellectual Property now or in the future subject to any necessary (as at the date of this Deed) third party's consent to such charge being obtained. To the extent that such Intellectual Property is not capable of being charged (whether by reason of lack of any such consent or otherwise) the charge purported to be effected by this Clause 2(b)(xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which any Chargor may derive from such Intellectual Property or be awarded or entitled to in respect of themsuch Intellectual Property as continuing security for the payment, discharge and performance of the Secured Liabilities
(c) mortgages and charges and agrees to mortgage and charge to Burdale all Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage; and
(d) mortgages and charges and agrees to mortgage and charge to Burdale all the Related Rights accruing to all or any of the Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage or charge. PROVIDED THAT:
(i) whilst no Event of Default is continuing, all dividends and other distributions paid or payable as referred to in paragraph (d) above may be paid directly to the relevant Chargor (in which case Burdale or its nominee shall execute any necessary dividend mandate) and, if paid directly to Burdale shall be paid promptly by it to the relevant Chargor; and
(ii) subject to Clause 5.4(c) whilst no Event of Default is continuing, all voting rights attaching to the relevant Group Shares may be exercised by the relevant Chargor or, where the shares have been registered in the name of Burdale or its nominee, as the relevant Chargor may direct in writing, and Burdale and any nominee of Burdale in whose name such Group Shares are registered shall execute any form of proxy or other document reasonably required in order for the relevant Chargor to do so.
(e) mortgages and charges and agrees to mortgage and charge to Burdale the same to be a security by way of a first mortgage all of its right, title and interest in and to:
(i) the Specified Equipment;
(ii) all spare parts and replacements for and all modifications and additions to the Specified Equipment.
Appears in 1 contract
Fixed Security. The Each Chargor, with full title guarantee, as security for the payment or discharge and performance of all the Secured Obligations, charges to Liabilities and in the Chargee the followingmanner specified in Clause 1.2(g) of this Deed:
(a) charges in favour of Congress by way of a first legal mortgage, mortgage all Land in England and Wales now vested in it and registered at the Land Registry or which will be subject to first registration at the Land Registry upon the execution and delivery of this Debenture, including the Land property (if any) described under its name now belonging to it and specified in Schedule 1 (Registered Land 2 and all other interests in any freehold or leasehold property now or in the future belonging to be Mortgaged);it; and
(b) charges in favour of Congress by way of legal mortgage, all other Land in England and Wales now vested in it and not registered at the Land Registry;
(c) by way of a first fixed charge:
(i) all other Land which is now, or in (to the future becomes, its property;
(iiextent that they are not within Clause 2(a)) all interests and rights in any freehold or relating to Land or the proceeds of sale of Land leasehold property now or in the future belonging to it;
(iiiii) all plant and machinery Equipment (other than any Specified Equipment effectively mortgaged to Congress by way of a first legal mortgage pursuant to Clause 2(e)) now or in the future attached belonging to any Land which, or an it and its interest in which, is charged by it under the preceding provisions of this clause 4.2;
(iv) all income of any kind whatsoever and all debts and claims now or in the future due or owing to it under or in connection with any lease, agreement or licence relating to Land;
(v) all Specified Investments which are now, or in the future become, its property;
(vi) all Derivative Rights now or in the future accruing in respect of its Specified Investments;
(vii) all Investments (other than Specified Investments) which are now, or in the future become, its property, and all Derivative Rights now or in the future accruing in respect of those Investments;
(viii) where Investments are held in a Relevant System, all its rights against the operator of the Relevant System or any participant in respect of such Investments;
(ix) all insurance or assurance contracts or policies now or in the future held by or otherwise benefiting it which relate to Fixed Security Assets or which are now or in the future deposited by it with the Chargee, together with all its rights and interests in such contracts and policies (including the benefit of all claims arising and all money payable under them) apart from any claims which are otherwise subject to a fixed charge or assignment (at law or in equity) in this Debenture;
(x) all its goodwill and uncalled capital for the time being;
(xi) all Specified Intellectual Property belonging to it;
(xii) all other Intellectual Property presently belonging to it, including any Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(xiii) all Intellectual Property that may be acquired by or belong to it in the future, including any such Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(xiv) the benefit of all agreements and licences now or Equipment in the future entered into or enjoyed by it relating to the use or exploitation of any Intellectual Property in any part of the world;
(xv) all its rights now or in the future in relation to trade secrets, confidential information and knowhow in any part of the world enjoyed possession now or in the future;
(xviiii) all of its rights benefits, claims and causes returns of action premiums in respect of infringement(s) (past, present or future) of the rights referred to in sub-paragraphs (c)(xi) to (xv) inclusive of this clause 4.2Insurances;
(xviiiv) all Non-vesting Debts of its right, title and interest (if any) in and to the Blocked Accounts and all Other Debtsmonies standing to the credit of any the Blocked Accounts and the debts represented by them;
(xviiiv) its goodwill and its uncalled capital both present and future;
(vi) its Book Debts, both uncollected and collected, the proceeds of the same and all monies otherwise due and owing to such Chargor but excluding the Charged Accounts and any amounts standing to the credit of any Charged Account;
(vii) the benefit of all instrumentsrights, guarantees, charges, pledges securities and other security and all other rights and remedies available to guarantees of whatsoever nature enjoyed or held by it in respect of any Fixed Security Asset except relation to the extent that such items are for the time being effectively assigned under clause 4.1 (Assignmentsanything in sub-paragraph 2.1(b)(vii);
(xixviii) its rights under any hedging arrangements;
(ix) any of its beneficial interest, claim or entitlement it has in any pension fund now or in the futurefund;
(xx) all rights, money or property accruing or payable to it now or in the future under or by virtue of a Fixed Security Asset except to the extent that such rights, money or property are for the time being effectively assigned or charged by fixed charge under the foregoing provisions of this Debenture;
(xxi) all its interests, rights and receipts in respect of moneys at any time standing to the credit of the Account;
(xxii) all moneys at any time standing to the credit of any of its other bank accounts; and
(xxiiix) the benefit of all licencespermissions of whatsoever nature and whether statutory or otherwise, consents and authorisations held in connection with its business or the use of any Security Asset and the right to recover and receive all compensation which may be payable to it;
(xi) its Intellectual Property now or in the future subject to any necessary (as at the date of this Deed) third party’s consent to such charge being obtained. To the extent that such Intellectual Property is not capable of being charged (whether by reason of lack of any such consent or otherwise) the charge purported to be effected by this Clause 2(b)(xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which any Chargor may derive from such Intellectual Property or be awarded or entitled to in respect of themsuch Intellectual Property as continuing security for the payment, discharge and performance of the Secured Liabilities
(c) mortgages and charges and agrees to mortgage and charge to Congress all Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage; and
(d) mortgages and charges and agrees to mortgage and charge to Congress all the Related Rights accruing to all or any of the Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage or charge.
(i) whilst no Event of Default is continuing, all dividends and other distributions paid or payable as referred to in paragraph (d) above may be paid directly to the relevant Chargor (in which case Congress or its nominee shall execute any necessary dividend mandate) and, if paid directly to Congress shall be paid promptly by it to the relevant Chargor; and
(ii) subject to Clause 5.4(c) whilst no Event of Default is continuing, all voting rights attaching to the relevant Group Shares may be exercised by the relevant Chargor or, where the shares have been registered in the name of Congress or its nominee, as the relevant Chargor may direct in writing, and Congress and any nominee of Congress in whose name such Group Shares are registered shall execute any form of proxy or other document reasonably required in order for the relevant Chargor to do so.
(e) mortgages and charges and agrees to mortgage and charge to Congress the same to be a security by way of a first mortgage all of its right, title and interest in and to:
(i) the Specified Equipment;
(ii) all spare parts and replacements for and all modifications and additions to the Specified Equipment.
Appears in 1 contract