Powers of Receiver. A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.
Appears in 2 contracts
Sources: Deed of Debenture, Deed of Debenture
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have shall, in addition to all the powers conferred from time to time on mortgagees or receivers by statute law or otherwise, have power (exercisable without further notice) either in his own name or in the name of the relevant Chargor or otherwise and in such manner and upon such terms and conditions as the Receiver shall think fit and either alone or jointly with any other person:
(a) to take possession of, collect and get in and give receipts for the Collateral;
(b) to sell by public auction or private contract or otherwise dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of any Chargor or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Obligations. Plant, equipment and machinery and other Fixtures or any part there of may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting such premises sold without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises consent of the Borrower or any part thereof Chargor;
(c) to insure and keep insured against loss or collect damage by such risks and get contingencies as the Receiver may reasonably think fit the Collateral of an insurable nature in such manner in all respects as the Receiver may reasonably think fit and to maintain, renew or increase any property assets Insurances in respect of the Collateral;
(d) to institute, prosecute, submit to arbitration, negotiate, compromise, abandon, settle and rights hereby charged defend any claims and for the purpose to take any proceedings in the name of the Borrower any Chargor or otherwise as may seem expedient concerning the Receiver may deem expedient. To Collateral; [Singapore Group Debenture]
(e) to make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Collateral;
(f) to carry on manage develop re-construct amalgamate or diversify authorise or concur in the carrying on of the business of the Borrower any Chargor or any part thereof and to manage and conduct the same without being responsible for loss or damage unless caused by his negligence or wilful default;
(g) to form or promote the formation of companies with a view to the same purchasing all or any of the undertaking, property, assets and rights of any Chargor or otherwise;
(h) to make calls, conditionally or unconditionally, on the members of any Chargor in respect of uncalled capital;
(i) to redeem an Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts and to perform, repudiate, rescind or vary any contract or arrangement to which a Chargor is a party in all such cases which the Receiver shall think expedient in the interests of the Finance Parties;
(j) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to enter into arrangement with respect bonds, covenants, guarantees, indemnities and other commitment and/or to raise and borrow money either unsecured or on the business security of the Borrower Collateral either in priority to this Deed or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding otherwise and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract generally on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the think fit provided that:
(i) no Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from exercise such power without first obtaining the premises containing them without the prior written consent of the Borrower. To lease let hire Security Trustee and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all the Finance Parties shall incur no liability to any Chargor or any part other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and
(ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the Borrower’s property and assets on exercise of such terms power or to see to the application of any money so raised or borrowed;
(k) to appoint managers, agents, officers, solicitors, accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such consideration periods as the Receiver may deem fit. To make determine and to dismiss any arrangements or enter into any compromise which he shall think expedient in respect of all the same or any part of the property existing staff of any Chargor and assets hereby charged. To repair and keep in repair and make or effect improvements to delegate to any person any of the Borrower’s property and assets and for this purpose to apply powers hereby conferred on the Receiver;
(l) in the name exercise of any of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and above powers to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for expend such sums as he the Receiver may think fit and each Chargor shall think fit. To bring or defend any actions or other legal proceedings in forthwith on demand repay to the name and on behalf Receiver [Singapore Group Debenture] all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the Borrower same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed;
(m) to refer have access to arbitration any question affecting the Borrower. To draw accept and make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation use of any person indebted to tool, equipment, premises and the Borrower accounting and to receive dividends, and to accede to trust deeds for the creditors other records of any such person. For Chargor and the services of its staff for all or any of the purposes aforesaid aforesaid;
(n) to raise transfer all or borrow any money that of the Collateral and/or any of the liabilities of any Chargor to any other company or body corporate or person, whether or not formed or acquired for the purpose;
(o) to grant leases, tenancies, licences and rights of user, grant renewals and accept surrenders of leases, tenancies, licences or rights of user, and to give to any Lessee(s) notice to quit or to remedy a breach of covenant or to otherwise reach agreements and make arrangements with, and to make allowances to, any lessees, tenants or other persons (including a new company formed pursuant to paragraph (g)) from whom any rents and profits may be required upon receivable (including those relating to the security grant of any licences, the review of rent in accordance with the terms of, and the variation of, the provisions of any leases, tenancies, licences or rights of user affecting the Collateral);
(p) to manage and use the Collateral and to exercise and do (or permit any Chargor or any nominee of it to exercise and do) all such rights and things as the Receiver would be capable of exercising or doing if he were the absolute beneficial owner of the whole Collateral and in particular, without limitation, to exercise any rights of enforcing any Security Interest to entry into possession, foreclosure, sale or any part otherwise and to arrange for or provide all services which he may deem proper for the efficient management or use of the property assets and rights hereby charged. To employ and terminate Collateral or the services exercise of such person or persons professional rights;
(q) to enforce any covenant in any Lease (whether existing at the time of the appointment of such Receiver or otherwise on created in any manner) and to exercise any right of re-entry or to commence proceedings to recover possession whenever such terms as right to remuneration re-enter the Property arises, whether out of the proviso for re-entry contained in any Lease or by virtue of a notice to quit or otherwise and in the exercise of the power of sale in relation to the Property, to enter into any deed of mutual covenant or grant of any rights, easements or privileges as he it shall think proper. To fit and to enter into such deeds, contracts, stipulations and agreements and to execute and do all such acts deeds assurances and things as it may deem expedient or necessary;
(r) for such consideration and on such terms as he may think fit, to him purchase outright or the Bank may appear acquire by leasing, hiring, licensing or otherwise, any land, buildings, plant, equipment, vehicles or materials or any other property, assets or rights of any description which he considers necessary or proper desirable for the carrying on, improvement or in relation realisation of any business of any Chargor or otherwise for the benefit of the Collateral;
(s) to do all such other acts and things as may be considered by the Receiver to be [Singapore Group Debenture] incidental or conducive to any of the purposes matters or powers aforesaid and which he lawfully may or can do as agent for otherwise incidental or conducive to the Borrower. To execute in the name exercise of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally rights conferred on the Receiver under any Finance Document to do which any Chargor is a party or cause under legislation or common law or to be done such acts or things the realisation of the Finance Parties' security created by this Deed and which the Borrower Receiver may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitylawfully do.
Appears in 2 contracts
Sources: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)
Powers of Receiver. A (a) Any Receiver so appointed under Clause 6 shall be have all the agent powers conferred on a receiver by law (save that Section 103 of the Borrower Law of Property ▇▇▇ ▇▇▇▇ shall not apply) and by way of addition and variation to but without limiting those powers:
(i) the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred given to the Beneficiary hereunder, shall be entitled to the same protection and to exercise the same powers and discretion as are given to the Beneficiary hereunder and shall also have such other of the powers and discretion given to the Beneficiary hereunder as the Beneficiary may from time to time confer on receivers by statute and without him;
(ii) the restrictions contained in section 25 remuneration of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry be fixed by the Beneficiary (acting reasonably), but shall be payable by the Grantor and shall, in any event, be secured on manage develop re-construct amalgamate the Charged Property under this Deed; and
(iii) any expenses incurred by the Receiver in the exercise of any of its powers hereunder may be paid or diversify retained by the business Receiver out of any moneys coming into its hands as receiver or may be paid by the Beneficiary in which case they shall be treated as expenses properly incurred by the Beneficiary.
(b) Other than as required by applicable law, neither the Beneficiary nor the Receiver shall be liable to account as a Beneficiary in possession of the Borrower Charged Property or on any part thereof other basis and neither the Beneficiary nor any Receiver shall be liable for any loss arising from or in connection with the realisation of the Charged Property or otherwise for any act, neglect, default or omission for which a Beneficiary in possession might be liable as such, unless, in each case, caused by the Beneficiary or the applicable Receiver’s gross negligence or wilful misconduct.
(c) The foregoing powers of appointment of a Receiver shall be in addition and variation to enter into arrangement any statutory or other powers of the Beneficiary under the Law of Property ▇▇▇ ▇▇▇▇ and the Receiver shall in any event have and be entitled to exercise all the rights, powers and remedies conferred upon the Beneficiary by this Deed and by law with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securityCharged Property.
Appears in 2 contracts
Sources: Vendor Loan Agreement, Vendor Loan Agreement (Hc2 Holdings, Inc.)
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower Chargor and the Borrower Chargor shall be solely responsible for his the Receiver's acts and or defaults and remuneration. Such for the Receiver's remuneration and the Receiver shall have shall, in addition to all the powers conferred from time to time on mortgagees or receivers by statute and law or otherwise (but without the restrictions contained imposed by law or any ordinance or other statutory provision in section 25 relation to the exercise of the CLPA and in particular any power of sale or consolidation), have power (but exercisable without limitationfurther notice):-
(a) any such Receiver shall have power:- To enter into and to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and give receipts for the purpose Collateral;
(b) to take dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner;
(c) to institute, prosecute and defend any proceedings in the name of the Borrower Chargor or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate ; [Charge Over Deposit Account]
(d) to redeem any Security Interest (whether or diversify not having priority to the business security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Borrower or any part thereof or to enter into arrangement with respect to Security Trustee;
(e) for the business purpose of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) exercising any of the Borrower’s property powers, authorities and assets hereby charged discretions conferred on him by or pursuant to this Deed and of defraying any part costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof by public or private auction for any other purpose in connection herewith, to raise and borrow money either unsecured or by private contract on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the think fit provided that:-
(i) no Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from exercise such power without first obtaining the premises containing them without the prior written consent of the Borrower. To lease let hire Security Trustee and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all the Finance Parties shall incur no liability to the Chargor or any part other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and
(ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the Borrower’s property and assets on exercise of such terms power or to see to the application of any money so raised or borrowed;
(f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such consideration periods as the Receiver may deem fit. To make determine and to delegate to any arrangements or enter into person any compromise which he shall think expedient in respect of all or any part of the property and assets powers hereby charged. To repair and keep conferred on the Receiver;
(g) in repair and make or effect improvements the exercise of any of the Borrower’s property above powers to expend such sums as the Receiver may think fit and assets the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and for until such repayment such sums together with such interest shall be secured by this purpose Deed;
(h) to apply in do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do and to use the name of the Borrower Chargor for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securityaforesaid.
Appears in 2 contracts
Sources: Charge Over Deposit Account (China Netcom Group CORP (Hong Kong) LTD), Charge Over Deposit Account (China Netcom Group CORP (Hong Kong) LTD)
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have shall, in addition to all the powers conferred from time to time on mortgagees or receivers by statute law or otherwise, have power (exercisable without further notice) either in his own name or in the name of the relevant Chargor or otherwise and in such manner and upon such terms and conditions as the Receiver shall think fit and either alone or jointly with any other person:
(a) to take possession of, collect and get in and give receipts for the Collateral;
(b) to sell by public auction or private contract or otherwise dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of any Chargor or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Obligations. Plant, equipment and machinery and other Fixtures or any part there of may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting such premises sold without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises consent of the Borrower or [Hong Kong Group Debenture] any part thereof Chargor;
(c) to insure and keep insured against loss or collect damage by such risks and get contingencies as the Receiver may reasonably think fit the Collateral of an insurable nature in such manner in all respects as the Receiver may reasonably think fit and to maintain, renew or increase any property assets Insurances in respect of the Collateral;
(d) to institute, prosecute, submit to arbitration, negotiate, compromise, abandon, settle and rights hereby charged defend any claims and for the purpose to take any proceedings in the name of the Borrower any Chargor or otherwise as may seem expedient concerning the Receiver may deem expedient. To Collateral;
(e) to make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Collateral;
(f) to carry on manage develop re-construct amalgamate or diversify authorise or concur in the carrying on of the business of the Borrower any Chargor or any part thereof and to manage and conduct the same without being responsible for loss or damage unless caused by his negligence or wilful default;
(g) to form or promote the formation of companies with a view to the same purchasing all or any of the undertaking, property, assets and rights of any Chargor or otherwise;
(h) to make calls, conditionally or unconditionally, on the members of any Chargor in respect of uncalled capital;
(i) to redeem an Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts and to perform, repudiate, rescind or vary any contract or arrangement to which a Chargor is a party in all such cases which the Receiver shall think expedient in the interests of the Finance Parties;
(j) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to enter into arrangement with respect bonds, covenants, guarantees, indemnities and other commitment and/or to raise and borrow money either unsecured or on the business security of the Borrower Collateral either in priority to this Deed or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding otherwise and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract generally on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the think fit provided that:
(i) no Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from exercise such power without first obtaining the premises containing them without the prior written consent of the Borrower. To lease let hire Security Trustee and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all the Finance Parties shall incur no liability to any Chargor or any part other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and
(ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the Borrower’s property and assets on exercise of such terms power or to see to the application of any money so raised or borrowed; [Hong Kong Group Debenture]
(k) to appoint managers, agents, officers, solicitors, accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such consideration periods as the Receiver may deem fit. To make determine and to dismiss any arrangements or enter into any compromise which he shall think expedient in respect of all the same or any part of the property existing staff of any Chargor and assets hereby charged. To repair and keep in repair and make or effect improvements to delegate to any person any of the Borrower’s property and assets and for this purpose to apply powers hereby conferred on the Receiver;
(l) in the name exercise of any of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and above powers to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for expend such sums as he the Receiver may think fit and each Chargor shall think fit. To bring or defend any actions or other legal proceedings in forthwith on demand repay to the name and on behalf Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the Borrower same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed;
(m) to refer have access to arbitration any question affecting the Borrower. To draw accept and make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation use of any person indebted to tool, equipment, premises and the Borrower accounting and to receive dividends, and to accede to trust deeds for the creditors other records of any such person. For Chargor and the services of its staff for all or any of the purposes aforesaid aforesaid;
(n) to raise transfer all or borrow any money that of the Collateral and/or any of the liabilities of any Chargor to any other company or body corporate or person, whether or not formed or acquired for the purpose;
(o) to grant leases, tenancies, licences and rights of user, grant renewals and accept surrenders of leases, tenancies, licences or rights of user, and to give to any Lessee(s) notice to quit or to remedy a breach of covenant or to otherwise reach agreements and make arrangements with, and to make allowances to, any lessees, tenants or other persons (including a new company formed pursuant to paragraph (g)) from whom any rents and profits may be required upon receivable (including those relating to the security grant of any licences, the review of rent in accordance with the terms of, and the variation of, the provisions of any leases, tenancies, licences or rights of user affecting the Collateral);
(p) to manage and use the Collateral and to exercise and do (or permit any Chargor or any nominee of it to exercise and do) all such rights and things as the Receiver would be capable of exercising or doing if he were the absolute beneficial owner of the whole Collateral and in particular, without limitation, to exercise any rights of enforcing any Security Interest to entry into possession, foreclosure, sale or any part otherwise and to arrange for or provide all services which he may deem proper for the efficient management or use of the property assets and rights hereby charged. To employ and terminate Collateral or the services exercise of such person or persons professional rights;
(q) to enforce any covenant in any Lease (whether existing at the time of the appointment of such Receiver or otherwise on created in any manner) and to exercise any right of re-entry or to commence proceedings to recover possession whenever such terms as right to remuneration re-enter the Property arises, whether out of the proviso for re-entry contained in any Lease or by virtue of a notice to quite or otherwise and in the exercise of the power of sale in relation to the Property, to enter into any deed of mutual covenant or grant of any rights, easements or privileges as he it shall think proper. To fit and to enter into such deeds, contracts, [Hong Kong Group Debenture] stipulations and agreements and to execute and do all such acts deeds assurances and things as it may deem expedient or necessary.
(r) for such consideration and on such terms as he may think fit, to him purchase outright or the Bank may appear acquire by leasing, hiring, licensing or otherwise, any land, buildings, plant, equipment, vehicles or materials or any other property, assets or rights of any description which he considers necessary or proper desirable for the carrying on, improvement or in relation realisation of any business of any Chargor or otherwise for the benefit of the Collateral;
(s) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the purposes matters or powers aforesaid and which he lawfully may or can do as agent for otherwise incidental or conducive to the Borrower. To execute in the name exercise of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally rights conferred on the Receiver under any Finance Document to do which any Chargor is a party or cause under legislation or common law or to be done such acts or things the realisation of the Finance Parties' security created by this Deed and which the Borrower Receiver may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitylawfully do.
Appears in 2 contracts
Sources: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)
Powers of Receiver. A Receiver so appointed shall be Receiver, without the agent need for any consent from the Trustee, has all of the Borrower and following powers in addition to any of the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the other powers conferred from time by this Deed:
(a) (To take possession): to time on receivers by statute enter, take possession of, have access to, make use of and without collect and manage the restrictions contained Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in section 25 clause 13.6, to convert any of the CLPA Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in particular (but without limitation) any the ordinary course of such Receiver shall have power:- To enter into and take possession business for the protection or control of any land or premises improvement of the Borrower Charged Property;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any part thereof or collect and get in other person any property assets and rights hereby charged and moneys which may be required for the purpose purposes referred to take any proceedings in this Deed and in the name of the Borrower Trustee or otherwise as to secure any moneys so borrowed or raised by the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify grant of any Security Interest over the business of the Borrower Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enter into arrangement with respect enquire as to the business necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the Borrower purposes in this Deed referred to at such salaries or any part thereof with any person or to concur in so doing in such manner remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may deem fit. Where act upon such person's advice as to the timing of or any capital in respect incident or term of any shares sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Borrower is outstanding and uncalledCharged Property, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public auction, private treaty or private auction tender, for cash or by private contract on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as he may deem fit, the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale or disposal and to resell or otherwise dispose without being answerable responsible for loss and to exercise all or any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery rights powers and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent remedies of the Borrower. To lease let hire Trustee thereunder and license or agree in leasing letting hiring to execute such contracts, deeds, agreements, transfers, assignments and licensing or accept surrenders of leases tenancies or licences assurances of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings Charged Property in the name and on behalf of the Borrower Trustee or otherwise and to refer do all other acts and things for implementing and completing any such sale that the Receiver deems necessary;
(g) (To give up possession): to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf give up possession of the Borrower. Charged Property at any time;
(h) (To make invest proceeds against contingencies): if any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and Secured Moneys are contingent, to transfer to subsidiaries of the Borrower the whole invest deposit or hold any part of the business undertaking property assets and rights Charged Property in such form or in such mode of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds investment for the creditors of any time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such person. For all investments or any of the purposes aforesaid deposits from time to raise or borrow any money that may be required upon the security of the whole or any time until such part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause Secured Moneys cease to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.contingent;
Appears in 2 contracts
Sources: Security Trust Deed (Securitisation Advisory Services Pty LTD), Security Trust Deed (Securitisation Advisory Services Pty LTD)
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower Company and the Borrower Company shall be solely responsible for his the Receiver’s acts and or defaults and remuneration. Such for the Receiver’s remuneration and the Receiver shall have shall, in addition to all the powers conferred from time to time on upon mortgagees or receivers by statute and law or otherwise, have power (exercisable without the restrictions contained in section 25 of the CLPA and in particular further notice):-
(but without limitationa) any such Receiver shall have power:- To enter into and to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and give receipts for the purpose Inventories;
(b) to take sell by public auction or private contract or otherwise dispose of or deal with the Inventories in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may reasonably think fit with full power to convey or otherwise transfer the Inventories in the name of the Company or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall reasonably think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Indebtedness;
(c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may think fit the Inventories of an insurable nature in such manner in all respects as the Receiver may think fit and to maintain, renew or increase any insurances in respect of the Inventories;
(d) to institute, prosecute and defend any proceedings in the name of the Borrower Company or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect seem expedient in relation to the business of the Borrower Inventories;
(e) to make and effect all repairs, renewals, alterations, improvements and developments to or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of the Inventories;
(f) to make any shares arrangement, settlement or compromise or enter into any contracts which the Receiver shall reasonably think expedient in relation to the Inventories in the interests of the Borrower is outstanding and uncalled, to call or to require Bank;
(g) for the Borrower forthwith to call up all or so much purpose of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) exercising any of the Borrower’s property powers, authorities and assets hereby charged discretions conferred on him by or pursuant to this Deed and of defraying any part costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof by public or private auction for any other purpose in connection herewith, to raise and borrow money either unsecured or by private contract on the security of the Inventories either in priority to this Deed or otherwise and generally on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the reasonably think fit PROVIDED THAT:-
(i) no Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from exercise such power without first obtaining the premises containing them without the prior written consent of the Borrower. To lease let hire Bank and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all the Bank shall incur no liability to the Company or any part other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and
(ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the Borrower’s property and assets on exercise of such terms power or to see to the application of any money so raised or borrowed;
(h) to appoint managers, agents, officers, solicitors, accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such consideration periods as the Receiver may deem fit. To make reasonably determine and to dismiss any arrangements or enter into any compromise which he shall think expedient in respect of all the same or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements existing staff of the Borrower’s property Company and assets and for this purpose to apply delegate to any person any of the powers hereby conferred on the Receiver;
(i) in the name exercise of any of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and above powers to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for expend such sums as he the Receiver may think fit and the Company shall think fit. To bring or defend any actions or other legal proceedings in forthwith on demand repay to the name and on behalf Receiver all sums so expended together with interest thereon at such rates as hereinbefore mentioned from time to time of the Borrower same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed;
(j) to refer have access to arbitration any question affecting the Borrower. To draw accept and make and endorse any bill of exchange or promissory note in the name and on behalf use of the Borrower. To make any payment which is necessary or incidental to premises and the performance accounting and other records of the Receiver’s functions. To establish subsidiaries Company and the services of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds its staff for the creditors of any such person. For all or any of the purposes aforesaid aforesaid; and
(k) to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such other acts deeds and things as may be considered by the Receiver to him be incidental or the Bank may appear necessary or proper for or in relation conductive to any of the purposes matters or powers aforesaid or otherwise incidental or conductive to the realisation of the Bank’s security created by this Deed and which he the Receiver may lawfully may or can do as agent for the Borrower. To execute in and to use the name of and on behalf of the Borrower any deed, receipt or other document including Company for all the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitypurposes aforesaid.
Appears in 2 contracts
Sources: Deed of Charge of Inventories (ECMOHO LTD), Deed of Charge of Inventories (ECMOHO LTD)
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have shall, in addition to all the powers conferred from time to time on mortgagees or receivers by statute and law or otherwise, have power (exercisable without further notice) either in his own name or in the restrictions contained in section 25 name of the CLPA Chargor or otherwise and in particular (but without limitation) any such manner and upon such terms and conditions as the Receiver shall have power:- To enter into think fit and either alone or jointly with any other person:
(a) to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and give receipts for the purpose Collateral;
(b) to take sell by public auction or private contract or otherwise dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Obligations. Plant, equipment and machinery and other Fixtures or any part there of may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting such premises sold without the consent of the Chargor; [Asia Netcom Corporation Debenture]
(c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may reasonably think fit the Collateral of an insurable nature in such manner in all respects as the Receiver may reasonably think fit and to maintain, renew or increase any Insurances in respect of the Collateral;
(d) to institute, prosecute, submit to arbitration, negotiate, compromise, abandon, settle and defend any claims and proceedings in the name of the Borrower Chargor or otherwise as may seem expedient concerning the Receiver may deem expedient. To Collateral;
(e) to make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Collateral;
(f) to carry on manage develop re-construct amalgamate or diversify authorise or concur in the carrying on of the business of the Borrower Chargor or any part thereof and to manage and conduct the same without being responsible for loss or damage unless caused by his negligence or wilful default;
(g) to form or promote the formation of companies with a view to the same purchasing all or any of the undertaking, property, assets and rights of the Chargor or otherwise;
(h) to make calls, conditionally or unconditionally, on the members of the Chargor in respect of uncalled capital;
(i) to redeem an Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts and to perform, repudiate, rescind or vary any contract or arrangement to which the Chargor is a party in all such cases which the Receiver shall think expedient in the interests of the Finance Parties;
(j) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to enter into arrangement with respect bonds, covenants, guarantees, indemnities and other commitment and/or to raise and borrow money either unsecured or on the business security of the Borrower Collateral either in priority to this Deed or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding otherwise and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract generally on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the think fit provided that:
(i) no Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from exercise such power without first obtaining the premises containing them without the prior written consent of the Borrower. To lease let hire Security Trustee and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all the Finance Parties shall incur no liability to the Chargor or any part other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and
(ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the Borrower’s property and assets on exercise of such terms power or to see to the application of any money so raised or borrowed;
(k) to appoint managers, agents, officers, solicitors, accountants, auctioneers, [Asia Netcom Corporation Debenture] brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such consideration periods as the Receiver may deem fit. To make determine and to dismiss any arrangements or enter into any compromise which he shall think expedient in respect of all the same or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements existing staff of the Borrower’s property Chargor and assets and for this purpose to apply delegate to any person any of the powers hereby conferred on the Receiver;
(l) in the name exercise of any of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and above powers to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for expend such sums as he the Receiver may think fit and the Chargor shall think fit. To bring or defend any actions or other legal proceedings in forthwith on demand repay to the name and on behalf Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the Borrower same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed;
(m) to refer have access to arbitration and make use of any question affecting tool, equipment, premises and the Borrower. To draw accept make accounting and endorse any bill of exchange or promissory note in the name and on behalf other records of the Borrower. To make any payment which is necessary or incidental to Chargor and the performance services of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds its staff for the creditors of any such person. For all or any of the purposes aforesaid aforesaid;
(n) to raise transfer all or borrow any money that of the Collateral and/or any of the liabilities of the Chargor to any other company or body corporate or person, whether or not formed or acquired for the purpose;
(o) to grant leases, tenancies, licences and rights of user, grant renewals and accept surrenders of leases, tenancies, licences or rights of user, and to give to any Lessee(s) notice to quit or to remedy a breach of covenant or to otherwise reach agreements and make arrangements with, and to make allowances to, any lessees, tenants or other persons (including a new company formed pursuant to paragraph (g)) from whom any rents and profits may be required upon receivable (including those relating to the security grant of any licences, the review of rent in accordance with the terms of, and the variation of, the provisions of any leases, tenancies, licences or rights of user affecting the Collateral;
(p) to manage and use the Collateral and to exercise and do (or permit the Chargor or any nominee of it to exercise and do) all such rights and things as the Receiver would be capable of exercising or doing if he were the absolute beneficial owner of the whole Collateral and in particular, without limitation, to exercise any rights of enforcing any Security Interest to entry into possession, foreclosure, sale or any part otherwise and to arrange for or provide all services which he may deem proper for the efficient management or use of the property assets and rights hereby charged. To employ and terminate Collateral or the services exercise of such person or persons professional rights;
(q) to enforce any covenant in any Lease (whether existing at the time of the appointment of such Receiver or otherwise on created in any manner) and to exercise any right of re-entry or to commence proceedings to recover possession whenever such terms as right to remuneration re-enter the Property arises, whether out of the proviso for re-entry contained in any Lease or by virtue of a notice to quite or otherwise and in the exercise of the power of sale in relation to the Property, to enter into any deed of mutual covenant or grant of any rights, easements or privileges as he it shall think proper. To fit and to enter into such deeds, contracts, stipulations and agreements and to execute and do all such acts deeds assurances and things as it may deem expedient or necessary; [Asia Netcom Corporation Debenture]
(r) for such consideration and on such terms as he may think fit, to him purchase outright or the Bank may appear acquire by leasing, hiring, licensing or otherwise, any land, buildings, plant, equipment, vehicles or materials or any other property, assets or rights of any description which he considers necessary or proper desirable for the carrying on, improvement or in relation realisation of any business of the Chargor or otherwise for the benefit of the Collateral;
(s) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the purposes matters or powers aforesaid and which he lawfully may or can do as agent for otherwise incidental or conducive to the Borrower. To execute in the name exercise of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally rights conferred on the Receiver under any Finance Document to do or cause to be done such acts or things which the Borrower may have done in Chargor is a party or under legislation or common law or to the ordinary conduct of its business as well for the protection as for the improvement realisation of the property Finance Parties' security created by this Deed and assets comprised in this securitywhich the Receiver may lawfully do.
Appears in 2 contracts
Sources: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower Company and the Borrower Company shall be solely responsible for his the Receiver’s acts and or defaults and remuneration. Such for the Receiver’s remuneration and the Receiver shall have shall, in addition to all the powers conferred from time to time on upon mortgagees or receivers by statute and law or otherwise, have power (exercisable without the restrictions contained in section 25 of the CLPA and in particular further notice) :-
(but without limitationa) any such Receiver shall have power:- To enter into and to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and give receipts for the purpose Inventories;
(b) to take sell by public auction or private contract or otherwise dispose of or deal with the Inventories in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may reasonably think fit with full power to convey or otherwise transfer the Inventories in the name of the Company or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall reasonably think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Indebtedness;
(c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may think fit the Inventories of an insurable nature in such manner in all respects as the Receiver may think fit and to maintain, renew or increase any insurances in respect of the Inventories;
(d) to institute, prosecute and defend any proceedings in the name of the Borrower Company or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect seem expedient in relation to the business of the Borrower Inventories;
(e) to make and effect all repairs, renewals, alterations, improvements and developments to or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of the Inventories;
(f) to make any shares arrangement, settlement or compromise or enter into any contracts which the Receiver shall reasonably think expedient in relation to the Inventories in the interests of the Borrower is outstanding and uncalled, to call or to require Bank;
(g) for the Borrower forthwith to call up all or so much purpose of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) exercising any of the Borrower’s property powers, authorities and assets hereby charged discretions conferred on him by or pursuant to this Deed and of defraying any part costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof by public or private auction for any other purpose in connection herewith, to raise and borrow money either unsecured or by private contract on the security of the Inventories either in priority to this Deed or otherwise and generally on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the reasonably think fit PROVIDED THAT :-
(i) no Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from exercise such power without first obtaining the premises containing them without the prior written consent of the Borrower. To lease let hire Bank and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all the Bank shall incur no liability to the Company or any part other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and
(ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the Borrower’s property and assets on exercise of such terms power or to see to the application of any money so raised or borrowed;
(h) to appoint managers, agents, officers, solicitors, accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such consideration periods as the Receiver may deem fit. To make reasonably determine and to dismiss any arrangements or enter into any compromise which he shall think expedient in respect of all the same or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements existing staff of the Borrower’s property Company and assets and for this purpose to apply delegate to any person any of the powers hereby conferred on the Receiver;
(i) in the name exercise of any of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and above powers to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for expend such sums as he the Receiver may think fit and the Company shall think fit. To bring or defend any actions or other legal proceedings in forthwith on demand repay to the name and on behalf Receiver all sums so expended together with interest thereon at such rates as hereinbefore mentioned from time to time of the Borrower same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed;
(j) to refer have access to arbitration any question affecting the Borrower. To draw accept and make and endorse any bill of exchange or promissory note in the name and on behalf use of the Borrower. To make any payment which is necessary or incidental to premises and the performance accounting and other records of the Receiver’s functions. To establish subsidiaries Company and the services of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds its staff for the creditors of any such person. For all or any of the purposes aforesaid aforesaid; and
(k) to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such other acts deeds and things as may be considered by the Receiver to him be incidental or the Bank may appear necessary or proper for or in relation conductive to any of the purposes matters or powers aforesaid or otherwise incidental or conductive to the realisation of the Bank’s security created by this Deed and which he the Receiver may lawfully may or can do as agent for the Borrower. To execute in and to use the name of and on behalf of the Borrower any deed, receipt or other document including Company for all the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitypurposes aforesaid.
Appears in 2 contracts
Sources: Deed of Charge of Inventories (ECMOHO LTD), Deed of Charge of Inventories (ECMOHO LTD)
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower Chargor and the Borrower Chargor shall be solely responsible for his the Receiver's acts and or defaults and remuneration. Such for the Receiver's remuneration and the Receiver shall have shall, in addition to all the powers conferred from time to time on mortgagees or receivers by statute and law or otherwise (but without the restrictions contained imposed by law or any ordinance or other statutory provision in section 25 relation to the exercise of the CLPA and in particular any power of sale or consolidation), have power (but exercisable without limitationfurther notice):-
(a) any such Receiver shall have power:- To enter into and to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and give receipts for the purpose Collateral;
(b) to take dispose of or deal with the Collateral in such manner, for such consideration [Charge Over Deposit Account] and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner;
(c) to institute, prosecute and defend any proceedings in the name of the Borrower Chargor or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate ;
(d) to redeem any Security Interest (whether or diversify not having priority to the business security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Borrower or any part thereof or to enter into arrangement with respect to Security Trustee;
(e) for the business purpose of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) exercising any of the Borrower’s property powers, authorities and assets hereby charged discretions conferred on him by or pursuant to this Deed and of defraying any part costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof by public or private auction for any other purpose in connection herewith, to raise and borrow money either unsecured or by private contract on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the think fit provided that:-
(i) no Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from exercise such power without first obtaining the premises containing them without the prior written consent of the Borrower. To lease let hire Security Trustee and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all the Finance Parties shall incur no liability to the Chargor or any part other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and
(ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the Borrower’s property and assets on exercise of such terms power or to see to the application of any money so raised or borrowed;
(f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such consideration periods as the Receiver may deem fit. To make determine and to delegate to any arrangements or enter into person any compromise which he shall think expedient in respect of all or any part of the property and assets powers hereby charged. To repair and keep conferred on the Receiver;
(g) in repair and make or effect improvements the exercise of any of the Borrower’s property above powers to expend such sums as the Receiver may think fit and assets the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and for until such repayment such sums together with such interest shall be secured by this purpose Deed;
(h) to apply in do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do and to use the name of the Borrower [Charge Over Deposit Account] Chargor for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securityaforesaid.
Appears in 2 contracts
Sources: Charge Over Accounts (China Netcom Group CORP (Hong Kong) LTD), Charge Over Accounts (China Netcom Group CORP (Hong Kong) LTD)
Powers of Receiver. A The Receiver so appointed of a Charging Company shall have and be entitled to exercise in relation to the agent relevant Charging Company all the powers set out in the Law of Property Act ▇▇▇▇ ▇▇▇ Schedule 1 to the Insolvency Act ▇▇▇▇ (▇▇ether or not the Receiver is in fact an administrative receiver) and, if the Receiver is an administrative receiver, in addition to all other powers exercisable by an administrative receiver by virtue of the Borrower Insolvency Act ▇▇▇▇ ▇▇▇, in particular, by way of addition and without limiting such powers (and without prejudice to the Borrower shall be solely responsible for his acts and defaults and remuneration. Such powers of the Lender), the Receiver shall have all the powers conferred from time power:
(a) to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property Assets of the Charging Company concerned and assets on such terms to take and defend any proceedings (including proceedings for such consideration its winding up or proceedings by way of arbitration) in its name or otherwise as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect fit;
(b) to comply with and perform all or any of the acts, matters, omissions or things covenanted to be done or omitted by the Charging Company concerned under this Debenture;
(c) to sell by public auction or private contract or let all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation Charged Property and to take out maintain let on hire lease, surrender and renew accept surrenders of leases and tenancies, grant rights, licences, options or easements or exchange all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks part of, and for such sums as he shall think fit. To bring otherwise deal with or defend any actions or other legal proceedings in the name dispose of and on behalf of the Borrower exercise all rights, powers and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or discretions incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividendsownership of, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute Charged Property in the name of and on behalf of the Borrower Charging Company concerned or otherwise concur in doing any deedof the foregoing in such manner and generally on such terms and conditions and for such consideration (whether in cash, receipt debentures or other document including obligations, shares, stocks, securities or other valuable consideration and whether payable by a lump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the use name and on behalf of the Borrower’s company seal. To Charging Company concerned or otherwise, and so that plant machinery and other fixtures and fittings may be severed and sold separately from the premises containing them, and the Receiver may apportion any rent and the performance of any obligations;
(d) to repair, decorate, furnish, maintain, alter, improve, renew or add to the Charged Property or any part of it as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds;
(e) to appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and remove employ professional advisers and others at pleasure such salaries or for such remuneration as he may think fit;
(f) to perform, repudiate, rescind, vary or enter into any substitute for arrangement or agent under him compromise any contracts or agreements which he may consider expedient;
(g) to settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in respect connection with the business of such Charging Company or any of the Charged Property or in any way relating to the security constituted by this Debenture and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal;
(h) to use the name of such Charging Company in the exercise of all or any of the matters aforesaid upon powers conferred by this Debenture;
(i) to exercise or permit such Charging Company or any nominee of the Charging Company to exercise any powers or rights incidental to the ownership of the Charged Property or any part of it in such manner as he may think fit;
(j) to give valid receipts for all monies and execute all discharges, assurances and things which may be proper or desirable for realising the Security Assets or any part of them;
(k) to carry on or concur in carrying on the business of the Charging Company and raise money or others without security or on the security of all or any of its Assets;
(l) to sell or concur in selling (where necessary with the leave of a court), lease or concur in leasing, licence or concur in licensing, grant options over and, without the need to observe any of the provisions of Section 99 and 100 of the Law of Property Act ▇▇▇▇, ▇▇t or concur in letting and to terminate or to accept surrenders of leases, licences or tenancies of all or any of the Assets of such Charging Company in such manner and generally on such terms and conditions as he shall think fit in his absolute and unfettered discretion and any such sale or disposition may be for cash, debentures, securities or other valuable consideration (in each case payable in a lump sum or by instalments) and to carry any such transactions into effect in the name of and on behalf of such Charging Company;
(m) to promote the formation of a Subsidiary or Subsidiaries of such Charging Company with a view to such Subsidiary or Subsidiaries purchasing, leasing, licensing or otherwise acquiring interests in all or any of the Assets of such Charging Company on such terms as he the Receiver thinks fit. Generally ;
(n) to arrange for the purchase, lease, licence or acquisition of all or any Assets of such Charging Company by any such Subsidiary on a basis whereby the consideration may be for cash, shares, debentures, loan stock, convertible loan stock or other securities, shares of profits or sums calculated by reference to profits or turnover or royalties or licence fees or otherwise, whether or not secured on the assets of such Subsidiary and whether or not such consideration is payable or receivable in a lump sum or by instalments over such period as the Receiver may think fit;
(o) to arrange for such Subsidiary or Subsidiaries to trade or cease to trade as the Receiver may think fit from time to time;
(p) to sever any fixtures from the Properties or Land of which they form part;
(q) to exercise all voting and other rights attaching to Securities owned by such Charging Company;
(r) to make any arrangement or compromise with the Lender as he shall think fit;
(s) to make and effect all repairs, renewals and improvements to the Assets of such Charging Company and to effect, renew or increase insurances on such terms and against such risks as he shall think fit;
(t) to appoint managers, officers and agents for the above purposes at such salaries as the Receiver may determine;
(u) to call up all or any portion of the uncalled capital of such Charging Company;
(v) to redeem any prior Lien and to settle and pass the accounts of the Lien, and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on such Charging Company and the money so paid shall be deemed an expense properly incurred by the Receiver;
(w) to pay the proper administrative charges of the Lender in respect of time spent by their agents and employees in dealing with matters raised by the Receiver or relating to the receivership of such Charging Company;
(x) to commence and/or complete any building operations upon any Land or Properties of such Charging Company and to apply for and obtain any planning permissions, building regulation consents or licences in each case as he may in his absolute discretion think fit;
(y) to vary the terms of the leases of any Land or Properties;
(z) to take all steps necessary to effect all registrations, renewals, applications and notifications as the Receiver in his discretion thinks prudent to maintain in force or protect any of such Charging Company's Intellectual Property Rights; and
(aa) to do or cause all such other acts and things as may be considered by the Receiver to be done such acts incidental or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement conducive to any of the property and assets comprised in this securityabove matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of any or all of the relevant Assets.
Appears in 1 contract
Sources: Debenture (Futurelink Corp)
Powers of Receiver. (a) Every Receiver appointed in accordance with Clause 11.1 (Appointment of Receiver) shall have and be entitled to exercise all of the powers set out in paragraph (b) below in addition to those conferred by the Law of Property Act ▇▇▇▇ ▇▇ any receiver appointed thereunder. A Receiver so appointed shall be the agent who is an administrative receiver of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver Chargor shall have all the powers conferred from of an administrative receiver under the Insolvency Act ▇▇▇▇. ▇f at any time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such there is more than one Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on Security Assets, each such terms and for such consideration as the Receiver may deem fit. To make (unless otherwise stated in any arrangements or enter into any compromise which he shall think expedient document appointing him) exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of each other Receiver.
(b) The powers referred to in respect the first sentence of all paragraph (a) above are:
(i) TAKE POSSESSION to take immediate possession of, get in and collect the Security Assets or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose thereof;
(ii) PROTECTION OF ASSETS to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done Chargor might do in the ordinary conduct of its business as well for the protection as for the improvement of the property Security Assets;
(iii) EMPLOYEES to appoint and assets comprised discharge managers, officers, agents, accountants, servants, workmen and others for the purposes hereof upon such terms as to remuneration or otherwise as he may think proper and to discharge any such persons appointed by the Chargor;
(iv) BORROW MONEY for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose, to raise and borrow money either unsecured or on the security of the Security Assets or any part thereof either in priority to the security constituted by this securityDeed or otherwise and generally on such terms and conditions as he may think fit and no person lending such money shall be concerned to enquire as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed;
(v) SELL ASSETS to sell, exchange, convert into money and realise all or any part of the Security Assets by public auction or private contract and generally in such manner and on such terms as he shall think proper. Without prejudice to the generality of the foregoing he may do any of these things for a consideration consisting of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by installments spread over such period as he may think fit;
(vi) COMPROMISE to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Chargor or relating in any way to the Security Assets or any part thereof;
(vii) LEGAL ACTIONS to bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the Security Assets or any part thereof as may seem to him to be expedient;
(viii) RECEIPTS to give valid receipts for all moneys and execute all assurances and things which may be proper or desirable for realising the Security Assets; and
(ix) GENERAL POWERS to do all such other acts and things as he may consider desirable or necessary for realising the Security Assets or any part thereof or incidental or conducive to any of the matters, powers or authorities conferred on a Receiver under or by virtue of this Deed, to exercise in relation to the Security Assets or any part thereof all such powers, authorities and things as he would be capable of exercising if he were the absolute beneficial owner of the same and to use the name of the Chargor for all or any such purposes.
Appears in 1 contract
Powers of Receiver. A Any Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver hereunder shall have all power in addition to the powers conferred from time to time on receivers by statute the Law of Property ▇▇▇ ▇▇▇▇ and without the restrictions contained in section 25 Schedule 1 of the CLPA Insolvency ▇▇▇ ▇▇▇▇ (which are hereby incorporated into this Deed) and in particular notwithstanding the liquidation of the Company:
(but without limitationa) any such Receiver shall have power:- To enter into and to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in all or any property assets and rights hereby charged part of the Charged Property and for the that purpose to take any proceedings in the name of the Borrower Company or otherwise as he thinks fit;
(b) generally to manage the Receiver may deem expedient. To Charged Property and to manage or carry on, reconstruct, amalgamate, diversify or concur in carrying on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof of the Company as he may think fit;
(c) to make any arrangement or to compromise or enter into arrangement with respect to or cancel any contracts which he shall think expedient in the business interests of the Borrower or Security Trustee and the Lender Parties;
(d) for the purpose of exercising any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding powers, authorities and uncalled, to call discretions conferred on him by this Deed and/or defraying any costs or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as expenses which may be sufficient incurred by him in the exercise thereof or for any other purpose to pay raise or borrow money or incur any other liability on such terms whether secured or unsecured as he may think fit and whether to the Bank all moneys then due and owing hereunder. Forthwith and rank for payment in priority to this security or not;
(e) without restriction to sell, agree let or lease, or concur in selling selling, letting or dispose (obtaining only when leasing, and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale the terms of, determine, surrender or disposal accept surrenders of, leases or tenancies of, or grant options and resell licences over or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale of or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of deal with, all or any part of the Borrower’s property Charged Property without being responsible for loss or damage, and assets on so that any such terms sale, lease or disposition may be made for cash payable by instalments, loan stock or other debt obligations or for shares or securities of another company or other valuable consideration, and for such consideration as the Receiver may deem fit. To make any arrangements form and promote, or enter into any compromise which he shall think expedient concur in respect of all forming and promoting, a company or any part of the property and assets hereby charged. To repair and keep companies to purchase, lease, licence or otherwise acquire interests in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid Charged Property or otherwise, arrange for such companies to raise trade or borrow cease to trade and to purchase, lease, license or otherwise acquire all or any money that may be required upon the security of the whole Charged Property on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;
(f) to make and effect all repairs, renewals and improvements to the Charged Property or any part of it as he may think fit and maintain, renew, take out or increase insurances;
(g) to exercise all voting and other rights attaching to the property assets Charged Shares and rights hereby charged. To employ stocks, shares and terminate other securities owned by the services Company and comprised in the Charged Property in such manner as he may think fit;
(h) to redeem any prior encumbrance and settle and pass the accounts of such the person entitled to the prior encumbrance so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Company and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(i) to appoint and discharge employees, officers, managers, agents, professionals and others for any of the purposes hereof or persons professional to guard or otherwise on protect the Charged Property upon such terms as to remuneration or otherwise as he may think fit and to dismiss the same or discharge any persons appointed by the Company;
(j) to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person or body who is or claims to be a creditor of the Company or relating in any way to the Charged Property or any part thereof;
(k) to bring, prosecute, enforce, defend and discontinue all such actions and proceedings or submit to arbitration in the name of the Company in relation to the Charged Property or any part thereof as he shall think proper. To execute fit;
(l) to sever and sell plant, machinery or other fixtures sold separately from the property to which they may be annexed;
(m) to implement or continue the development of (and obtain all consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the Charged Property and do all such acts deeds and things incidental thereto;
(n) to purchase or acquire any land and purchase, acquire or grant any interest in or right over land;
(o) to make calls conditionally or unconditionally on the members of the Company in respect of uncalled capital; and
(p) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver to him be incidental or the Bank may appear necessary or proper for or in relation conducive to any of the purposes matters or powers aforesaid or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property and which he lawfully may or can do as agent for the Borrower. To execute in to use the name of and on behalf of the Borrower any deed, receipt or other document including Company for all the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitypurposes aforesaid.
Appears in 1 contract
Sources: Debenture (Randgold Resources LTD)
Powers of Receiver. (a) Every Receiver appointed in accordance with Clause 14.1 shall have and be entitled to exercise all of the powers set out in paragraph (b) below in addition to those conferred by the Law of Property Act ▇▇▇▇ ▇▇ any receiver appointed thereunder. A Receiver so appointed shall be the agent who is an administrative receiver of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver any Chargor shall have all the powers conferred from of an administrative receiver under the Insolvency Act ▇▇▇▇. ▇▇ at any time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such there is more than one Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on Security Assets, each such terms and for such consideration as the Receiver may deem fit. To make (unless otherwise stated in any arrangements or enter into any compromise which he shall think expedient document appointing him) exercise all of the powers conferred on a Receiver under this Debenture individually and to the exclusion of each other Receiver.
(b) The powers referred to in respect the first sentence of all paragraph (a) above are:
(i) TAKE POSSESSION to take immediate possession of, get in and collect the Security Assets or any part thereof;
(ii) CARRY ON BUSINESS to carry on the business of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums Chargor as he shall may think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and ;
(iii) PROTECTION OF ASSETS to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name effect all repairs and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute insurances and do all other acts which such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can Chargor might do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the Security Assets and to commence and/or complete any building operations on the Mortgaged Property and to apply for and maintain any planning permissions, building regulation approvals and any other permissions, consents or licences, in each case as he may in his absolute discretion think fit;
(iv) EMPLOYEES to appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes hereof upon such terms as to remuneration or otherwise as he may think proper and to discharge any such persons appointed by any such Chargor;
(v) BORROW MONEY for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Debenture and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose, to raise and borrow money either unsecured or on the security of the Security Assets or any part thereof either in priority to the security constituted by this Debenture or otherwise and generally on such terms and conditions as he may think fit and no person lending such money shall be concerned to enquire as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed;
(vi) SELL ASSETS to sell, exchange, convert into money and realise all or any part of the Security Assets (including, without limitation, to sell any of the Mortgaged Property) by public auction or private contract and generally in such manner and on such terms as he shall think proper. Without prejudice to the generality of the foregoing he may do any of these things for a consideration consisting of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as he may think fit. Fixtures, other than landlords' fixtures, may be severed and sold separately from the property containing them without the consent of such Chargor;
(vii) LEASES to let all or any part of the Security Assets for such term and assets comprised at such rent (with or without a premium) as he may think proper and to accept a surrender of any lease or tenancy thereof on such terms as he may think fit (including the payment of money to a lessee or tenant on a surrender);
(viii) COMPROMISE to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of such Chargor or relating in any way to the Security Assets or any part thereof;
(ix) LEGAL ACTIONS to bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the Security Assets or any part thereof as may seem to him to be expedient;
(x) RECEIPTS to give valid receipts for all moneys and execute all assurances and things which may be proper or desirable for realising the Security Assets;
(xi) SUBSIDIARIES to form a subsidiary or subsidiaries of such Chargor and transfer to any such subsidiary all or any part of the Security Assets; and
(xii) GENERAL POWERS to do all such other acts and things as he may consider desirable or necessary for realising the Security Assets or any part thereof or incidental or conducive to any of the matters, powers or authorities conferred on a Receiver under or by virtue of this securityDebenture, to exercise in relation to the Security Assets or any part thereof all such powers, authorities and things as he would be capable of exercising if he were the absolute beneficial owner of the same and to use the name of such Chargor for all or any of such purposes.
Appears in 1 contract
Sources: Debenture (Getty Images Inc)
Powers of Receiver. A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Every Receiver shall have all in relation to the Secured Assets (and every reference in this Clause to "Secured Assets" shall be read as a reference to that part of the Secured Assets in respect of which such Receiver was appointed) the powers conferred from time granted by the LPA to time on receivers any receiver appointed under it or to any mortgagor or mortgagee in possession and the powers granted by statute the Insolvency Act 1986 to any administrative receiver, all as varied and e▇▇▇▇▇▇▇ by this Debenture and in addition, but without prejudice to the restrictions contained in section 25 generality of the CLPA and in particular (but without limitation) any such Receiver above, shall have power:- To power to do the following:
(a) enter into and upon, take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in the Secured Assets or any property assets part of them and rights hereby charged collect and get in all rents and other income whether accrued before or after the date of his appointment and for the purpose to those purposes make such demands and take such actions or proceedings as may seem expedient;
(b) comply with and perform all or any proceedings in the name of the Borrower acts, matters, omissions or otherwise as things covenanted to be done or omitted by the Receiver may deem expedient. To Company under this Debenture;
(c) carry on manage develop re-construct on, manage, develop, reconstruct, amalgamate or diversify the business of the Borrower Company to the extent contained in the Secured Assets or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing it in such manner as he shall in his discretion think fit (including, without prejudice to the Receiver may deem fit. Where any capital in respect of any shares generality of the Borrower is outstanding and uncalledabove, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due purchase supplies and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose materials);
(obtaining only when and where necessary the leave of the Courtd) any of the Borrower’s property and assets hereby charged or any part thereof sell by public auction or private auction or by private contract on such terms and conditions as he may deem fitcontract, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing let, grant, surrender or accept surrenders of leases or tenancies of, grant rights, licences, options or licences easements in relation to, otherwise deal with or dispose of and exercise all or any rights, powers and discretions incidental to the ownership of, all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute Secured Assets in the name of and on behalf of the Borrower Company or otherwise or concur in doing any deedof the above in such manner and generally on such terms and conditions and for such consideration (whether in cash, receipt debentures, shares, stocks, securities or other document including valuable consideration and whether payable by a lump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the use name and on behalf of the Borrower’s company seal. To Company or otherwise and taking such steps so that plant, machinery and other fixtures and fittings may be severed and sold separately from the premises containing them and apportion any rent and the performance of any obligations;
(e) repair, decorate, furnish, maintain, alter, improve, renew or add to the Secured Assets or any part of them as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds;
(f) appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and remove employ professional advisers and others at pleasure such salaries or for such remuneration as he may think fit;
(g) perform, repudiate, rescind, vary or enter into any substitute for arrangement or agent under him compromise any contracts or agreements which he may consider expedient;
(h) settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in respect connection with the business of the Company or all or any of the matters aforesaid upon Secured Assets or in any way relating to the Security and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal;
(i) enter into, complete, disclaim, abandon, disregard, determine or rectify all or any of the outstanding contracts or arrangements of the Company and allow time for payment of any unsecured or secured debts;
(j) exercise or permit the Company or any nominee of the Company to exercise any powers or rights incidental to the ownership of the Secured Assets or any part of them in such manner as he may think fit;
(k) form a Subsidiary or Subsidiaries of the Company and transfer, lease or licence to any such Subsidiary or any other person all or any part of the Secured Assets on such terms and conditions as he thinks may think fit. Generally ;
(l) purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall in his absolute discretion consider necessary or desirable for the carrying on, improvement or realisation of all or any part of the Secured Assets or the business of the Company or otherwise for the benefit of all or any part of the Secured Assets;
(m) exercise any powers and discretions conferred on a landlord or a tenant by any applicable law in relation to do all or cause any part of the Secured Assets;
(n) in the exercise of any of the powers, authorities and discretions conferred on him by this Debenture or for any other purpose to be done raise and borrow money either unsecured or secured and either in priority to, pari passu with or subsequent to the Security and generally on such acts or terms and conditions as he may think fit;
(o) give valid receipts for all monies and execute all discharges, assurances and things which may be proper or desirable for realising the Borrower Secured Assets or any part of them and redeem, discharge or compromise any security whether or not having priority to the Security or any part of it;
(p) execute and do all such other acts, things and deeds as he may have done in the ordinary conduct of its business as well consider necessary or desirable for the protection as for the improvement realisation or preservation of the property Secured Assets or any part of them or incidental or conducive to any of the matters, powers, discretions or authorities conferred on or vested in him under or by virtue of this Debenture or otherwise and assets comprised exercise in relation to the Secured Assets or any part of them, and at the cost of the Company, all such powers, discretions, authorities and things as he would be capable of exercising if he were the absolute beneficial owner of the same; and
(q) use the name of the Company or his own name to exercise all or any of the powers conferred by this securityDebenture.
Appears in 1 contract
Powers of Receiver. 12.1 A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and in the case of the powers conferred by the Act without the restrictions contained in section 25 the Act and, in addition, power on behalf and at the cost of the CLPA and Chargor (notwithstanding liquidation of the Chargor) to do or omit to do anything which the Chargor could do or omit to do in relation to the Secured Assets.
12.2 In particular (but without limitation) any such a Receiver shall have power:- To enter into and the power to do all or any of the following:
(a) take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in all or any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower Secured Assets;
(b) sell (including by public auction or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate private contract), exchange, convert into money, realise, transfer, assign or diversify the business of the Borrower dispose of, or deal with, all or any part thereof or to enter into arrangement with respect to the business of the Borrower Secured Assets or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding for such consideration and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract generally on such terms and conditions as he may deem fit, think fit (including conditions excluding or restricting the personal liability of the Receiver or the Lender) with full power to vary any contract for sale transfer or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any deal with such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings Secured Assets in the name and on behalf of the Borrower Chargor or otherwise and to refer to arbitration any question affecting so that the Borrower. To draw accept make covenants and endorse any bill of exchange or promissory note contractual obligations may be granted and assumed in the name of and on behalf of so as to bind the Borrower. To make any payment which is Chargor if he shall consider it necessary or incidental expedient so to do; any such sale, exchange or transfer may be for cash, debentures or other obligations, shares, stock, securities or other valuable consideration and be payable immediately or by instalments spread over such period as he shall think fit and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the performance payment of all Secured Obligations;
(c) raise or borrow any money from, or incur any other liability to, the Receiver’s functions. To establish subsidiaries of the Borrower Lender or others on such terms with or without security as he may think fit and to transfer to subsidiaries of the Borrower so that any such security may be or include an encumbrance on the whole or any part of the business undertaking property assets Secured Assets ranking in priority to the Security or otherwise;
(d) transfer all or any part of the Secured Assets to any other company or body corporate, whether or not formed or acquired for that purpose;
(e) exercise in respect of the Investments all voting or other powers or rights available to a registered holder thereof in such manner as he may think fit;
(f) settle, adjust, arrange, compromise and rights submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the Secured Assets or in any way relating to the Security and bring, take, defend, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings (including proceedings for the winding up of Borrower. To rank the Chargor) whatsoever whether civil or criminal in relation to the matters aforesaid,
(g) enter into, complete, disclaim, compromise, abandon or disregard, determine or rectify all or any contracts or arrangements in any way relating to or affecting the Secured Assets and claim in the bankruptcy insolvency sequestration or liquidation allow time for payment of any debts either with or without security as he shall think expedient;
(h) redeem any prior encumbrance and settle and agree the accounts of the encumbrancer; any accounts so settled and agreed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed an expense properly incurred by the Receiver;
(i) delegate to any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors or persons or company or fluctuating body of any such person. For persons all or any of the purposes aforesaid to raise or borrow any money that may be required upon powers exercisable by the security of Receiver under this Charge and/or the whole or any part of Act (without the property assets and rights hereby charged. To employ and terminate restrictions contained in the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in Act);
(j) generally, at his option, use the name of and on behalf of the Borrower any deed, receipt or other document including Chargor and/or the use of Chargor’s common seal in the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect exercise of all or any of the matters aforesaid upon powers hereby conferred;
(k) exercise, or permit the Chargor or any nominees of the Chargor to exercise, any powers or rights incidental to the ownership of the Secured Assets in such terms manner as he thinks may think fit. Generally ;
(l) take any and all steps or other action (including legal proceedings) for the purposes of enforcing, protecting or preserving any contractual rights forming part of the Secured Assets;
(m) to the extent permitted by law, and without prejudice to any other right or power conferred on him by this Charge, exercise all or any of the rights and powers conferred on statutory receivers under Schedule 1 of the National Asset Management Agency Act 2009 (as if references therein to NAMA were references to the Lender); and
(n) sign any document, execute any deed and do or cause all such other acts and things as may be considered by him to be done such acts incidental or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement conducive to any of the property matters or powers aforesaid or to the realisation of the Security and assets comprised in use the name of the Chargor for all the above purposes.
12.3 Section 108(7) of the Act shall not apply to the commission and/or remuneration of a Receiver appointed pursuant to this securityCharge. A Receiver shall be entitled to remuneration at a rate to be fixed by agreement between him and the Lender (or, failing such agreement, to be fixed by the Lender).
Appears in 1 contract
Sources: Charge of Shares (Presbia PLC)
Powers of Receiver. A a) Without derogating from the rights of the holders of the Company Permitted Security Interests, each receiver, receiver and manager, manager, administrator or bailee, or any similar officer under any applicable law, appointed by a court of law or any other duly authorised legal or administrative authority, in connection with this Debenture or the Pledged Assets, including where such appointment is made on a temporary basis (“Receiver”) appointed shall have all powers conferred from time to time by applicable law, and in particular without limitation, the power to:
(i) take possession of any of the Pledged Assets;
(ii) apply to any court of competent authority for an order to vest in the Lender(s) all of the Company’s rights, title and interest in and to the Pledged Assets or any part thereof;
(iii) sell, call in, collect and convert into money or otherwise realise all or any part of the Pledged Assets with all such powers in that respect as are conferred by any applicable law;
(iv) sell or agree to the sale of the Pledged Assets, in whole or in part, to dispose of same or agree to dispose of same in such other manner on such terms as it deems fit and to execute all documents required to effect such sale or disposition;
(v) make such other arrangement regarding the Pledged Assets or any part thereof as it deems fit;
(vi) exercise any of the rights conferred by the Pledged Assets in the same manner in which the Company was entitled to exercise such right, in accordance with the terms of Section 20 of the Pledges Law;
(vii) redeem any prior Security Interest on or relating to the Pledged Assets and settle and pass the accounts of the person entitled to that prior Security Interest, so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Company and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(viii) settle, arrange, compromise or submit to arbitration any claims, accounts, disputes, questions and demands which may arise in connection with the Pledged Assets or in any way relating to this Debenture and execute releases or other discharges in relation thereto;
(ix) bring, take, defend, compromise, submit to arbitration or discontinue any actions, suits or proceedings whatsoever, civil or criminal, in relation to the Pledged Assets;
(x) act on behalf of the Company and in its name to perform all obligations and receive all the benefits in relation to or in connection with the Pledged Assets;
(xi) manage and employ the Pledged Assets for such terms, and generally in such manner and upon such conditions and stipulations as such Receiver so appointed shall think fit;
(xii) use the Company’s name for registration and to effect any necessary election for tax or other purposes;
(xiii) employ accountants, lawyers and other advisers;
(xiv) do all other acts and things (including signing and executing all documents and deeds) as the Receiver considers to be incidental or appropriate to any of the matters or powers in this Section 8.3, or as permitted under applicable law, or otherwise incidental or conducive to the preservation, improvement or realisation of the Pledged Assets, and use the name of the Company for all such purposes, and in each case may use the name of the Company and exercise the relevant power in any manner which it may think fit.
b) To the extent that, the payment date of the Secured Liabilities or any part thereof has not become due at the time of the sale of the Pledged Asset, or if the Secured Liabilities or any part thereof are due solely on a conditional basis, then, the proceeds of such sale shall (i) be used to settle any amounts on the account of the Secured Liabilities that have become due, and (ii) shall be withheld in sufficient amount to repay any amounts on account of the Company’s Secured Liabilities that have yet to become due, until the full and final settlement of the Secured Liabilities.
c) The Receiver shall be the agent of the Borrower Company and the Borrower Company shall be solely the sole responsible for his the acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 omissions of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in Receiver’s remuneration. In no event shall the name Lender(s) be responsible for the acts and omissions of the Borrower Receiver or otherwise as for the Receiver may deem expedientReceiver’s remuneration. To carry on manage develop re-construct amalgamate or diversify the business None of the Borrower Lender(s) or any part thereof or to enter into arrangement with respect to other person acting on any of their behalf, shall be liable for, and the business Company hereby waives, any claim it may have against each of the Borrower Lender(s) or any part thereof with any other person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) acting on any of the Borrower’s property and assets hereby charged or their behalf, which arises from any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire which may be caused as a result of the exercise or purported exercise of the powers, authorities, rights or discretions vested, under this Debenture or any applicable law, in the Lender(s) or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and person acting on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitytheir behalf.
Appears in 1 contract
Sources: Debenture – Floating Charge (On Track Innovations LTD)
Powers of Receiver. 18.1 A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and, in addition, power on behalf and without at the cost of the Company (notwithstanding liquidation of the Company) to do or omit to do anything which the Company could do or omit to do in relation to the Secured Assets.
18.2 Any restrictions on the powers of a receiver contained in the Act, including the restrictions contained in section 25 108(4) of the CLPA and in Act, shall not apply to this Debenture.
18.3 In particular (but without limitation) any such a Receiver shall have power:- To the power to do all or any of the following:
(a) enter into and upon, take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in all or any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To Secured Assets;
(b) carry on manage develop re-construct on, manage, develop, reconstruct, amalgamate or diversify the business of the Borrower Company or any part thereof or to enter into arrangement with respect to the business concur in so doing;
(c) acquire and develop or demolish any property or other assets without being responsible for loss or damage;
(d) sell (including by public auction or private contract), let, exchange, surrender or accept surrenders, grant licences, transfer, assign or otherwise dispose of, or deal with, all or any of the Borrower Secured Assets or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding for such consideration and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract generally on such terms and conditions as he may deem fit, think fit (including conditions excluding or restricting the personal liability of the Receiver or the Security Agent) with full power to vary any contract for sale or disposal and resell convey, let, surrender, accept surrenders or otherwise dispose without being answerable for transfer or deal with such Secured Assets in the name and on behalf of the Company or otherwise and so that the covenants and contractual obligations may be granted and assumed in the name of and so as to bind the Company if he shall consider it necessary or expedient so to do; any loss occasioned thereby. Any such sale sale, lease or disposal disposition may be for cash shares stocks cash, debentures debenture stock or other obligations obligations, shares, stock, securities or other valuable consideration to and be paid payable immediately or satisfied at by instalments spread over such time or times period as the Receiver he shall think fit. fit and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the payment of all Secured Liabilities; Plant machinery and other Equipment and fixtures may be severed and/or detached and sold or disposed separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting the premises sold without the prior consent of the Borrower. To lease let hire Company;
(e) conduct investigations, sampling, site studies and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient testing in respect of all or any part of the property Secured Assets and assets hereby charged. To repair take any and keep all remedial and removal action as he thinks fit or as required by law;
(f) make and effect such repairs, renewals, improvements or other alterations to the Secured Assets as he may think fit;
(g) maintain, renew, take out or increase insurances of whatever type (including indemnity insurance) for such amounts and on such terms as he may think fit;
(h) appoint managers, agents, officers and employees for the purposes specified in repair this Debenture or to guard or protect the Secured Assets at such salaries and make commissions and for such periods and on such terms as he may determine and dismiss the same;
(i) without any consent by, or effect improvements notice to, the Company, exercise on behalf of the Borrower’s property Company all the powers and assets provisions conferred on a landlord or a tenant by any legislation from time to time in force relating to rents or otherwise in respect of any part of the Secured Assets but without any obligation to exercise any of such powers and without any liability in respect of powers so exercised or omitted to be exercised;
(j) without any consent by, or notice to, the Company, exercise for this purpose to apply and on behalf of the Company and in the name of the Borrower Company all powers and rights of the Company relevant to and necessary to effect the registration with the Property Registration Authority of the crystallisation of the Floating Charge and/or the appointment of a Receiver hereunder;
(k) raise or borrow any money (including money for the completion with or without modification of any building in the course of construction and any development or project in which the Company was engaged) from, or incur any other liability to, the Security Agent or others on such licences permissions consents terms with or approvals without security as he may think fit and so that any such security may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and include an encumbrance on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim Secured Assets ranking in priority to the bankruptcy insolvency sequestration Security or liquidation otherwise;
(l) promote, procure the formation or otherwise acquire the share capital of any person indebted body corporate with a view to the Borrower and to receive dividendssuch body corporate purchasing, and to accede to trust deeds for the creditors of any such person. For leasing, licensing or otherwise acquiring interests in all or any of the purposes aforesaid Secured Assets or otherwise, arrange for companies to raise trade or borrow cease to trade and to purchase, lease, licence or otherwise acquire all or any money that may be required upon the security of the whole Secured Assets on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;
(m) transfer all or any part of the property assets Secured Assets to any other company or body corporate whether or not formed or acquired for that purpose;
(n) make or require the directors of the Company to make calls, conditionally or unconditionally, on the members of the Company in respect of uncalled capital and enforce payment of any call so made by action (in the name of the Company or the Receiver as may be thought fit) or otherwise;
(o) exercise, in respect of the Investments, all voting or other powers or rights hereby charged. To employ available to a registered holder thereof in such manner as he may think fit;
(p) ▇▇▇▇▇▇, adjust, arrange, compromise and terminate submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the services business of such person the Company or persons professional the Secured Assets or otherwise on such terms as in any way relating to remuneration the Security and bring, take, defend, compromise, submit to and discontinue any actions, suits, arbitrations or otherwise proceedings (including proceedings for the winding up of the Company) whatsoever whether civil or criminal in relation to the matters aforesaid,
(q) enter into, complete, disclaim, compromise, abandon or disregard, determine or rectify all or any contracts or arrangements in any way relating to or affecting the Secured Assets and allow time for payment of any debts either with or without security as he shall think proper. To execute expedient;
(r) redeem any prior encumbrance and do all such acts deeds settle and things as agree the accounts of the encumbrancer; any accounts so settled and agreed shall (subject to him any manifest error) be conclusive and binding on the Company and the money so paid shall be deemed an expense properly incurred by the Receiver;
(s) apply for, seek, negotiate and renew (whether on the same or different terms) any Authorisation (including any planning permissions and retention of planning permission) necessary or desirable in the opinion of the Receiver for the purposes of or in connection with the Secured Assets or the Bank may appear necessary conduct of the Company’s business or proper for trade;
(t) sell, license or otherwise dispose of any Intellectual Property the subject of the Security in relation consideration of a royalty or other periodical payment;
(u) delegate to any person or persons or company or fluctuating body of persons all or any of the purposes aforesaid and which he lawfully may or can do as agent for powers exercisable by the Borrower. To execute Receiver under this Debenture and/or the Act (without the restrictions contained in the Act);
(v) generally, at his option, use the name of and on behalf of the Borrower any deed, receipt or other document including Company and/or the use of Company’s common seal in the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect exercise of all or any of the matters aforesaid upon powers hereby conferred;
(w) exercise, or permit the Company or any nominees of the Company to exercise, any powers or rights incidental to the ownership of the Secured Assets in such terms manner as he thinks may think fit. Generally ;
(x) take any and all steps or other action (including legal proceedings) for the purposes of enforcing, protecting or preserving any contractual rights forming part of the Secured Assets;
(y) to the extent permitted by law, and without prejudice to any other right or power conferred on him by this Debenture, exercise all or any of the rights and powers conferred on statutory receivers under Schedule 1 of the National Asset Management Agency Act 2009 (as if references therein to NAMA were references to the Security Agent); and
(z) sign any document, execute any deed and do or cause all such other acts and things as may be considered by him to be done such acts incidental or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement conducive to any of the property matters or powers aforesaid or to the realisation of the Security and assets comprised in use the name of the Company for all the above purposes.
18.4 Section 108(7) of the Act shall not apply to the commission and/or remuneration of a Receiver appointed pursuant to this securityDebenture. A Receiver shall be entitled to remuneration at a rate to be fixed by agreement between him and the Security Agent (or, failing such agreement, to be fixed by the Security Agent).
Appears in 1 contract
Sources: Debenture
Powers of Receiver. A Any Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver hereunder shall have all power in addition to the powers conferred from time to time on receivers by statute the Law of Property ▇▇▇ ▇▇▇▇ and without the restrictions contained in section 25 Schedule 1 of the CLPA Insolvency ▇▇▇ ▇▇▇▇ (which are hereby incorporated into this Deed) and in particular notwithstanding the liquidation of the Chargor:
(but without limitationa) any such Receiver shall have power:- To enter into and to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in all or any property assets and rights hereby charged part of the Charged Property and for the that purpose to take any proceedings in the name of the Borrower Chargor or otherwise as he thinks fit;
(b) generally to manage the Receiver may deem expedient. To Charged Property and to manage or carry on, reconstruct, amalgamate, diversify or concur in carrying on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof of the Chargor as he may think fit;
(c) to make any arrangement or to compromise or enter into arrangement with respect to or cancel any contracts which he shall think expedient in the business interests of the Borrower or Security Trustee and the Lender Parties;
(d) for the purpose of exercising any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding powers, authorities and uncalled, to call discretions conferred on him by this Deed and/or defraying any costs or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as expenses which may be sufficient incurred by him in the exercise thereof or for any other purpose to pay raise or borrow money or incur any other liability on such terms whether secured or unsecured as he may think fit and whether to the Bank all moneys then due and owing hereunder. Forthwith and rank for payment in priority to this security or not;
(e) without restriction to sell, agree let or lease, or concur in selling selling, letting or dispose (obtaining only when leasing, and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale the terms of, determine, surrender or disposal accept surrenders of, leases or tenancies of, or grant options and resell licences over or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale of or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of deal with, all or any part of the Borrower’s property Charged Property without being responsible for loss or damage, and assets on so that any such terms sale, lease or disposition may be made for cash payable by instalments, loan stock or other debt obligations or for shares or securities of another company or other valuable consideration, and for such consideration as the Receiver may deem fit. To make any arrangements form and promote, or enter into any compromise which he shall think expedient concur in respect of all forming and promoting, a company or any part of the property and assets hereby charged. To repair and keep companies to purchase, lease, licence or otherwise acquire interests in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid Charged Property or otherwise, arrange for such companies to raise trade or borrow cease to trade and to purchase, lease, license or otherwise acquire all or any money that may be required upon the security of the whole Charged Property on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;
(f) to make and effect all repairs, renewals and improvements to the Charged Property or any part of it as he may think fit and maintain, renew, take out or increase insurances;
(g) to exercise all voting and other rights attaching to the property assets Charged Shares and rights hereby charged. To employ stocks, shares and terminate other securities owned by the services Chargor and comprised in the Charged Property in such manner as he may think fit;
(h) to redeem any prior encumbrance and settle and pass the accounts of such the person entitled to the prior encumbrance so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(i) to appoint and discharge employees, officers, managers, agents, professionals and others for any of the purposes hereof or persons professional to guard or otherwise on protect the Charged Property upon such terms as to remuneration or otherwise as he may think fit and to dismiss the same or discharge any persons appointed by the Chargor;
(j) to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person or body who is or claims to be a creditor of the Chargor or relating in any way to the Charged Property or any part thereof;
(k) to bring, prosecute, enforce, defend and discontinue all such actions and proceedings or submit to arbitration in the name of the Chargor in relation to the Charged Property or any part thereof as he shall think proper. To execute fit;
(l) to sever and sell plant, machinery or other fixtures sold separately from the property to which they may be annexed;
(m) to implement or continue the development of (and obtain all consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the Charged Property and do all such acts deeds and things incidental thereto;
(n) to purchase or acquire any land and purchase, acquire or grant any interest in or right over land;
(o) to make calls conditionally or unconditionally on the members of the Chargor in respect of uncalled capital; and
(p) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver to him be incidental or the Bank may appear necessary or proper for or in relation conducive to any of the purposes matters or powers aforesaid or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property and which he lawfully may or can do as agent for the Borrower. To execute in to use the name of and on behalf of the Borrower any deed, receipt or other document including Chargor for all the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitypurposes aforesaid.
Appears in 1 contract
Sources: Debenture (Randgold Resources LTD)
Powers of Receiver. A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- power:-
(1) To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any undertaking property assets and rights hereby charged and for the that purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. .
(2) To carry on manage develop on, manage, develop, re-construct construct, amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. .
(3) Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. .
(4) Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures cash, shares, stocks, debentures, debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let lease, let, hire and license or agree in leasing letting leasing, letting, hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s 's property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.
Appears in 1 contract
Sources: Deed of Debenture
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower Charging Company shall have and be entitled to exercise in relation to the Charging Company all the powers set out in the Law of Property ▇▇▇ ▇▇▇▇ and the Borrower shall be solely responsible for his acts Insolvency ▇▇▇ ▇▇▇▇ and defaults and remuneration. Such in addition the Receiver shall have all the powers conferred from time to time authority on receivers by statute and without the restrictions contained in section 25 behalf of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and Charging Company:
14.7.1 to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property Charged Property and assets on such terms to take and defend any proceedings (including proceedings for such consideration its winding up or proceedings by way of arbitration) in its name or otherwise as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect fit;
14.7.2 to comply with and perform all or any of the acts, matters, omissions or things covenanted to be done or omitted by the Charging Company under this Debenture;
14.7.3 to sell by public auction or private contract or let all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation Charged Property and to take out maintain let on hire lease, surrender and renew accept surrenders of leases and tenancies, grant rights, licences, options or easements or exchange all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks part of, and for such sums as he shall think fit. To bring otherwise deal with or defend any actions or other legal proceedings in the name dispose of and on behalf of the Borrower exercise all rights, powers and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or discretions incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividendsownership of, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute Charged Property in the name of and on behalf of the Borrower Charging Company or otherwise concur in doing any deedof the foregoing in such manner and generally on such terms and conditions and for such consideration (whether in cash, receipt debentures or other document including obligations, shares, stocks, securities or other valuable consideration and whether payable by a lump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the use name and on behalf of the Borrower’s company seal. To Charging Company or otherwise, and so that plant machinery and other fixtures and fittings may be severed and sold separately from the premises containing them, and the Receiver may apportion any rent and the performance of any obligations;
14.7.4 to repair, decorate, furnish, maintain, alter, improve, renew or add to the Charged Property or any part of it as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds;
14.7.5 to appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and remove employ professional advisers and others at pleasure such salaries or for such remuneration as he may think fit;
14.7.6 to perform, repudiate, rescind, vary or enter into any substitute for arrangement or agent under him compromise any contracts or agreements with respect to the Charged Property which he may consider expedient;
14.7.7 to settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in respect connection with the Charged Property or in any way relating to the security constituted by this Debenture and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal;
14.7.8 to use the name of the Charging Company in the exercise of all or any of the matters aforesaid upon power and authority conferred by this Debenture;
14.7.9 to exercise or permit the Charging Company or any nominee of the Charging Company to exercise any powers or rights incidental to the ownership of the Charged Property or any part of it in such manner as he may think fit;
14.7.10 to give valid receipts for all moneys and execute all discharges, assurances and things which may be proper or desirable for realising the Charged Property or any part of them;
14.7.11 to sell or concur in selling (where necessary with the leave of the Court), lease or concur in leasing, licence or concur in licensing, grant options over and, without the need to observe any of the provisions of Sections 99 and 100 of the Law of Property ▇▇▇ ▇▇▇▇, let or concur in letting and to terminate or to accept surrenders of leases, licences or tenancies of all or any of the Assets of the Charging Company in such manner and generally on such terms and conditions as he thinks shall think fit in his absolute and unfettered discretion and any such sale or disposition may be for cash, debentures, securities or other valuable consideration (in each case payable in a lump sum or by instalments) and to carry any such transactions into effect in the name of and on behalf of the Charging Company;
14.7.12 to promote the formation of a Subsidiary or Subsidiaries of the Charging Company with a view to such Subsidiary or Subsidiaries purchasing, leasing, licensing or otherwise acquiring interests in all or any of the Assets of the Charging Company;
14.7.13 to arrange for such Subsidiary or Subsidiaries to trade or cease to trade in connection with the Charged Property as the Receiver may think fit from time to time;
14.7.14 to sever any fixtures from the Land of which they form part;
14.7.15 to arrange for the purchase, lease, licence or acquisition of all or any Charged Property by any such Subsidiary on a basis whereby the consideration may be for cash, shares, debentures, loan stock, convertible loan stock or other securities, shares of profits or sums calculated by reference to profits or turnover or royalties or licence fees or otherwise, whether or not secured on the assets of such Subsidiary and whether or not such consideration is payable or receivable in a lump sum or by instalments over such period as the Receiver may think fit. Generally ;
14.7.16 to make any arrangement or compromise with the Agent and/or the Lenders in connection with the Charged Property as he shall think fit;
14.7.17 to make and effect all repairs, renewals and improvements to the Charged Property and to effect, renew or increase insurances related thereto on such terms and against such risks as he shall think fit;
14.7.18 to appoint managers, officers and agents for the above purposes at such salaries as the Receiver may determine;
14.7.19 to pay the proper administrative charges of the Agent and/or Lenders in respect of time spent by their agents and employees in dealing with matters raised by the Receiver or relating to the receivership of the Charging Company in connection with the Charged Property;
14.7.20 to commence and/or complete any building operations upon any freehold or leasehold Land of the Charging Company and to apply for and obtain any planning permissions, building regulation consents or licences in each case as he may in his absolute discretion think fit;
14.7.21 to vary the terms of the leases of any such freehold and leasehold Land;
14.7.22 to take all steps necessary to effect all registrations, renewals, applications and notifications as the Receiver will in his discretion think prudent to maintain in force or protect any of the Charging Company's intellectual property rights with respect to the Charged Property; and
14.7.23 to do or cause all such other acts and things as may be considered by the Receiver to be done such acts incidental or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement conducive to any of the property and assets comprised in this securityabove matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the relevant Assets.
Appears in 1 contract
Sources: Guarantee and Debenture (Palm Inc)
Powers of Receiver. A Every Receiver so appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the agent terms of the Borrower and Option Agreement, to exercise all of the Borrower shall be solely responsible for his acts and defaults and remunerationpowers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. Such The Receiver shall have the power to do all things which, in the powers opinion of the Receiver, are incidental to any of the powers, functions, authorities or discretions conferred from time or vested in the Receiver pursuant to time on this Mortgage or upon receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular applicable law generally (but including, without limitation) any , the bringing or defending of proceedings in the name of, or on behalf of, the Mortgagor; the collection and/or realisation of Security Assets in such manner and on such terms as the Receiver shall have power:- To enter into sees fit; and take possession or control the execution of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings documents in the name of the Borrower Mortgagor (whether under hand, or otherwise by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be entitled to exercise in relation to the Mortgagor all the powers set out below:
(a) to exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and other rights attaching to the Security Assets;
(b) to make any arrangement or compromise with others over and/or in connection with any of the Security Assets as he shall think fit;
(c) to appoint managers, officers and agents for the above purposes at such remuneration as the Receiver receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business determine;
(d) to redeem any prior encumbrance over and/or in connection with any of the Borrower or any part thereof or to enter into arrangement with respect to Security Assets and settle and pass the business accounts of the Borrower or encumbrancer and any part thereof with accounts so settled and passed shall (subject to any person or manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;
(e) to concur in so doing in such manner as pay the Receiver may deem fit. Where any capital proper administrative charges in respect of any shares time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Borrower is outstanding Mortgagor; and
(f) to do all such other acts and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower things as may be sufficient considered by the receiver to pay be incidental or conducive to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged above matters or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell powers or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale incidental or disposal may be for cash shares stocks debentures debenture stock conducive to the preservation, improvement or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent realisation of the BorrowerSecurity Assets or the value thereof. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences If at any time there is more than one Receiver of all or any part of the Borrower’s property and assets on Security Assets, each such terms and for such consideration as the Receiver may deem fit. To make (unless otherwise stated in any arrangements or enter into any compromise which he shall think expedient in respect of document appointing him) exercise all or any part of the property powers conferred on a Receiver under this Mortgage individually and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any separately from each other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.
Appears in 1 contract
Sources: Commitment Letter (Central European Distribution Corp)
Powers of Receiver. A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such The Receiver shall have and be entitled to exercise in relation to the Charging Company concerned all the powers conferred from time set out in Schedules 1 and 2 to time on receivers the Insolvency ▇▇▇ ▇▇▇▇ and in particular, by statute way of addition and without limiting such powers (and without prejudice to the restrictions contained in section 25 powers of the CLPA Security Agent and in particular (but without limitation) any such the Beneficiaries), the Receiver shall have power:- To enter into and power:
(a) to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in all or any property assets part of the Assets of the relevant Charging Company and rights hereby charged and for the purpose to take and defend any proceedings (including proceedings for its winding up or proceedings by way of arbitration) in the its name of the Borrower or otherwise as the Receiver may deem expedient. To he shall think fit;
(b) to carry on manage develop re-construct amalgamate or diversify concur in carrying on the business of the Borrower relevant Charging Company and raise money from any Beneficiary or others without security or on the security of all or any part thereof of its Assets;
(c) to sell or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary with the leave of the Court) ), lease or concur in leasing, licence or concur in licensing, grant options over and, without the need to observe any of the Borrower’s property provisions of Sections 99 and assets hereby charged 100 of the Law of Property ▇▇▇ ▇▇▇▇, let or concur in letting and to terminate or to accept surrenders of leases, licences or tenancies of all or any part thereof by public or private auction or by private contract of the Assets of the relevant Charging Company in such manner and generally on such terms and conditions as he may deem fit, with power to vary shall think fit in his absolute and unfettered discretion and any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal disposition may be for cash shares stocks debentures debenture stock cash, debentures, securities or other obligations or valuable consideration to be paid (in each case payable in a lump sum or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation by instalments) and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of carry any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute transactions into effect in the name of and on behalf of such Charging Company;
(d) to promote the Borrower any deed, receipt formation of a Subsidiary or other document including the use Subsidiaries of the Borrower’s company seal. To appoint and remove at pleasure any substitute for relevant Charging Company with a view to such Subsidiary or agent under him Subsidiaries purchasing, leasing, licensing or otherwise acquiring interests in respect of all or any of the matters aforesaid upon Assets of such Charging Company;
(e) to arrange for such Subsidiary or Subsidiaries to trade or cease to trade as the Receiver may think fit from time to time;
(f) to sever any fixtures from the Land of which they form part;
(g) to exercise all voting and other rights attaching to Securities owned by the relevant Charging Company;
(h) to arrange for the purchase, lease, licence or acquisition of all or any Assets of the relevant Charging Company by any such Subsidiary on a basis whereby the consideration may be for cash, shares, debentures, loan stock, convertible loan stock or other securities, shares of profits or sums calculated by reference to profits or turnover or royalties or licence fees or otherwise, whether or not secured on the assets of such Subsidiary and whether or not such consideration is payable or receivable in a lump sum or by instalments over such period as the Receiver may think fit;
(i) to make any arrangement or compromise with the Security Agent or any Beneficiary as he shall think fit;
(j) to make and effect all repairs, renewals and improvements to the Assets of the relevant Charging Company and to effect, renew or increase insurances on such terms and against such risks as he thinks shall think fit. Generally ;
(k) to appoint managers, officers and agents for the above purposes at such salaries as the Receiver may determine;
(l) to call up all or any portion of the uncalled capital of the relevant Charging Company;
(m) to redeem any prior Security Interest and to settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the relevant Charging Company and the money so paid shall be deemed an expense properly incurred by the Receiver;
(n) to pay the proper administrative charges of the Security Agent and/or the Beneficiaries in respect of time spent by their agents and employees in dealing with matters raised by the Receiver or relating to the receivership of the relevant Charging Company;
(o) to commence and/or complete any building operations upon any freehold or leasehold Land of the relevant Charging Company and to apply for and obtain any planning permissions, building regulation consents or licences in each case as he may in his absolute discretion think fit;
(p) to vary the terms of the leases of any such freehold and leasehold Land;
(q) to take all steps necessary to effect all registrations, renewals, applications and notifications as the Receiver will in his discretion think prudent to maintain in force or protect any of the relevant Charging Company's Intellectual Property Rights;
(r) to do or cause all such other acts and things as may be considered by the Receiver to be done such acts incidental or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement conducive to any of the property and assets comprised in this securityabove matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the relevant Assets.
Appears in 1 contract
Sources: Guarantee and Debenture (Texas Utilities Electric Co)
Powers of Receiver. A Receiver so appointed shall be the agent of the Borrower Assignor and the Borrower Assignor shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA Conveyancing and Law of Property Act (Chapter 61) of Singapore and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged Goods and for the that purpose to take any proceedings proceeding in the name of the Borrower Assignor or otherwise as the Receiver may deem expedient. ; To carry on manage develop on, manage, develop, re-construct construct, amalgamate or diversify the business of the Borrower Assignor or any part thereof or to enter into arrangement with respect to the business of the Borrower Assignor or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. ; Where any capital in respect of any shares share of the Borrower Assignor is outstanding and uncalled, to call or to require the Borrower Assignor forthwith to call up all or so much of such uncalled capital of the Borrower Assignor as may be sufficient to pay to the Bank all moneys then due and owing hereunder. ; Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets Goods hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures cash, shares, stocks, debentures, debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. ; To make any arrangements arrangement or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets Goods hereby charged. ; To repair and keep in repair and make or effect improvements of the Borrower’s Assignor's property and assets and for this purpose to apply in the name of the Borrower Assignor for such licences permissions licences, permissions, consents or approvals as may be required under any law or regulation and to take out out, maintain and renew all insurances in respect of the Borrower’s Assignor's property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. ; To bring or defend any actions action or other legal proceedings in the name and on behalf of the Borrower Assignor and to refer to arbitration any question affecting the Borrower. Assignor; To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. Assignor; To make any payment which is necessary or incidental to the performance of the Receiver’s functions. ; To establish subsidiaries of the Borrower Assignor and to transfer to subsidiaries of the Borrower Assignor the whole or any part of the business undertaking property business, undertaking, property, assets and rights of Borrower. Assignor; To rank and claim in the bankruptcy insolvency bankruptcy, insolvency, sequestration or liquidation of any person indebted to the Borrower Assignor and to receive dividends, and to accede to trust deeds for the creditors of any such person. ; For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights Goods hereby charged. ; To employ and terminate the services of such person or persons persons, professional or otherwise otherwise, on such terms as to remuneration or otherwise as he shall think proper. ; To execute and do all such acts acts, deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. Assignor; To execute in the name of and on behalf of the Borrower Assignor any deed, receipt or other document including the use of the BorrowerAssignor’s company seal. ; To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. ; and Generally to do or cause to be done such acts acts, things or things deeds which the Borrower Assignor may have done in the ordinary conduct of its business as well for the protection as for the improvement protection, enhancement or enforcement of the property and assets comprised in this securityAssigned Property.
Appears in 1 contract
Sources: Assignment of Receivables, Fixed Charge, and Floating Charge Agreement
Powers of Receiver. A The Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver Charging Company shall have and be entitled to exercise in relation to the Charging Company all the powers conferred from time set out below:
14.7.1. to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property Charged Property and assets on such terms to take and defend any proceedings (including proceedings for such consideration its winding up or proceedings by way of arbitration) in its name or otherwise as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect fit;
14.7.2. to comply with and perform all or any of the acts, matters, omissions or things covenanted to be done or omitted by the Charging Company under this Debenture;
14.7.3. to sell by public auction or private contract or let all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation Charged Property and to take out maintain let on hire lease, surrender and renew accept surrenders of leases and tenancies, grant rights, licences, options or easements or exchange all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks part of, and for such sums as he shall think fit. To bring otherwise deal with or defend any actions or other legal proceedings in the name dispose of and on behalf of the Borrower exercise all rights, powers and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or discretions incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividendsownership of, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute Charged Property in the name of and on behalf of the Borrower Charging Company or otherwise concur in doing any deedof the foregoing in such manner and generally on such terms and conditions and for such consideration (whether in cash, receipt debentures or other document including obligations, shares, stocks, securities or other valuable consideration and whether payable by a lump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the use name and on behalf of the Borrower’s company sealCharging Company or otherwise, and so that plant machinery and other fixtures and fittings may be severed and sold separately from the premises containing them, and the Receiver may apportion any rent and the performance of any obligations;
14.7.4. To to repair, decorate, furnish, maintain, alter, improve, renew or add to the Charged Property or any part of it as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds;
14.7.5. to appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and remove employ professional advisers and others at pleasure such salaries or for such remuneration as he may think fit;
14.7.6. to perform, repudiate, rescind, vary or enter into any substitute for arrangement or agent under him compromise any contracts or agreements with respect to the Charged Property which he may consider expedient;
14.7.7. to settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in respect connection with the Charged Property or in any way relating to the security constituted by this Debenture and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal;
14.7.8. to use the name of the Charging Company in the exercise of all or any of the matters aforesaid upon powers conferred by this Debenture;
14.7.9. to exercise or permit the Charging Company or any nominee of the Charging Company to exercise any powers or rights incidental to the ownership of the Charged Property or any part of it in such manner as he may think fit;
14.7.10. to give valid receipts for all moneys and execute all discharges, assurances and things which may be proper or desirable for realising the Security Assets or any part of them;
14.7.11. to sell or concur in selling (where necessary with the leave of the Court), lease or concur in leasing, licence or concur in licensing, grant options over and, without the need to observe any of the provisions of Section 18 of the Conveyancing Act 1881, let or concur in letting and to terminat▇ ▇▇ ▇▇ accept surrenders of leases, licences or tenancies of all or any of the Assets of the Charging Company in such manner and generally on such terms and conditions as he thinks shall think fit in his absolute and unfettered discretion and any such sale or disposition may be for cash, debentures, securities or other valuable consideration (in each case payable in a lump sum or by instalments) and to carry any such transactions into effect in the name of and on behalf of the Charging Company;
14.7.12. to promote the formation of a Subsidiary or Subsidiaries of the Charging Company with a view to such Subsidiary or Subsidiaries purchasing, leasing, licensing or otherwise acquiring interests in all or any of the Assets of the Charging Company;
14.7.13. to arrange for such Subsidiary or Subsidiaries to trade or cease to trade in connection with the Charged Property as the Receiver may think fit from time to time;
14.7.14. to sever any fixtures from the Land of which they form part;
14.7.15. to arrange for the purchase, lease, licence or acquisition of all or any Charged Property by any such Subsidiary on a basis whereby the consideration may be for cash, shares, debentures, loan stock, convertible loan stock or other securities, shares of profits or sums calculated by reference to profits or turnover or royalties or licence fees or otherwise, whether or not secured on the assets of such Subsidiary and whether or not such consideration is payable or receivable in a lump sum or by instalments over such period as the Receiver may think fit;
14.7.16. Generally to make any arrangement or compromise with the Agent and/or the Lenders in connection with the Charged Property as he shall think fit;
14.7.17. to make and effect all repairs, renewals and improvements to the Charged Property and to effect, renew or increase insurances related thereto on such terms and against such risks as he shall think fit;
14.7.18. to appoint managers, officers and agents for the above purposes at such salaries as the Receiver may determine;
14.7.19. to pay the proper administrative charges of the Agent and/or Lenders in respect of time spent by their agents and employees in dealing with matters raised by the Receiver or relating to the receivership of the Charging Company in connection with the Charged Property;
14.7.20. to commence and/or complete any building operations upon any freehold or leasehold Land of the Charging Company and to apply for and obtain any planning permissions, building regulation consents or licences in each case as he may in his absolute discretion think fit;
14.7.21. to vary the terms of the leases of any such freehold and leasehold Land;
14.7.22. to take all steps necessary to effect all registrations, renewals, applications and notifications as the Receiver will in his discretion think prudent to maintain in force or protect any of the Charging Company's intellectual property rights with respect to the Charged Property; and
14.7.23. to do or cause all such other acts and things as may be considered by the Receiver to be done such acts incidental or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement conducive to any of the property and assets comprised in this securityabove matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the relevant Assets.
Appears in 1 contract
Sources: Guarantee and Debenture (Palm Inc)
Powers of Receiver. A Receiver Every receiver so appointed shall be has (subject to the agent expiry of any applicable notice period required by law) the following powers to:
(i) take possession: take possession of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation collateral and to take out maintain exercise and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For enforce all or any of the purposes aforesaid to raise or borrow any money that may be required upon powers, rights, remedies and charges of the security holder in respect of the whole collateral in each case either immediately upon appointment or at any part time thereafter;
(ii) carry on business and borrow: carry on any business of the property assets party granting the security and rights hereby charged. To employ if necessary to borrow or raise any moneys which the receiver may require for that purpose and terminate to secure the services of such person same with interest by instrument or persons professional charge in priority or otherwise on such terms as subsequent to remuneration or the secured moneys and otherwise as he shall think proper. To execute the receiver may consider expedient;
(iii) repair and maintain: make and effect all purchases, repairs and insurance and do all such other acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done party granting the security might do in the ordinary conduct of its business as well for the protection as for the improvement of the collateral;
(iv) appoint agents: appoint, discharge, and if thought fit, re−appoint solicitors, accountants, managers, officers and agents for the purposes of this instrument at such salary or remuneration as the receiver may determine after consultation with the security holder;
(v) sell collateral: sell all or any part or parts of the collateral in such manner and on such terms and conditions as the receiver thinks fit;
(vi) leasing powers: let or bail all or any part of the collateral for such term at such rent and upon and subject to such terms and conditions as the receiver thinks fit;
(vii) compromise: compromise, submit to arbitration or to any other dispute resolution process, and settle any accounts, claims, questions or disputes by or against the party granting the security or touching or concerning the business of the party granting the security in any proceeding;
(viii) proceedings: take and prosecute, defend, compromise or settle such proceedings and arbitration as the receiver thinks necessary or expedient and to use the name of the party granting the security in any proceeding;
(ix) sign and give receipts: give valid receipts for all moneys and execute and do all assurances, instruments, acts, deeds, matters and things which the receiver thinks proper;
(x) sign on behalf of the party giving security: execute in the name and on behalf of the party granting theAsDecLuSr1it8y2a6l3l mortgages, transfers, assignments, leases, bailment, deeds and assurances necessary to vest in any security holder, purchaser, assignee, lessee or bailee the whole or any part of the collateral which may be mortgaged, sold, assigned, let or bailed and to execute all such other deeds, instruments and writings in relation to any of the powers given by this instrument or at law as may in the receiver's opinion be necessary or expedient;
(xi) act in the name of the party giving security: use the name of the party granting the security for all or any of the purposes of this clause 25 including all its subclauses;
(xii) vary contracts: assent to any modifications of any contract or arrangement which may then be subsisting in respect of the party granting the security's business or any part of the collateral;
(xiii) enforce rights: exercise and enforce all such powers, rights, remedies and authorities as the party granting the security itself might exercise over or in relation to its property and assets comprised whilst a going concern and notwithstanding that the party granting the security may be in the process of liquidation;
(xiv) act as if owner of collateral: do or cause to be done such acts and things respecting the business and the collateral as the receiver might do or cause to be done if the receiver had absolute ownership of the collateral and carried on the business for the receiver's own benefit without being answerable for any resultant loss or damage;
(xv) delegate: delegate all or any of the powers conferred upon the receiver by this securityinstrument at any time or times;
(xvi) retain moneys for receiver's expenses: retain out of any moneys received by the receiver any moneys due for the receiver's expenses and remuneration in respect of the receiver's services as receiver; and
(xvii) call up capital: call up all or any portion of the unpaid capital of the party granting the security and/or to enforce the payment of any calls.
Appears in 1 contract
Sources: General Security Agreement
Powers of Receiver. A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Every Receiver shall have all in relation to the Secured Assets (and every reference in this Clause to "Secured Assets" shall be read as a reference to that part of the Secured Assets in respect of which such Receiver was appointed) the powers conferred from time granted by the Conveyancing Acts to time on receivers any receiver appointed under the Conveyancing Acts, all as varied and extended by statute this Debenture and in addition, but without prejudice to the restrictions contained in section 25 generality of the CLPA and in particular (but without limitation) any such Receiver above, shall have power:- To power to do the following:
(a) enter into and upon, take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in the Secured Assets or any property assets part of them and rights hereby charged collect and get in all rents and other income whether accrued before or after the date of his appointment and for the purpose to those purposes make such demands and take such actions or proceedings as may seem expedient;
(b) comply with and perform all or any proceedings in the name of the Borrower acts, matters, omissions or otherwise as things covenanted to be done or omitted by the Receiver may deem expedient. To Company under this Debenture;
(c) carry on manage develop re-construct on, manage, develop, reconstruct, amalgamate or diversify the business of the Borrower Company to the extent contained in the Secured Assets or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing it in such manner as he shall in his discretion think fit (including, without prejudice to the Receiver may deem fit. Where any capital in respect of any shares generality of the Borrower is outstanding and uncalledabove, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due purchase supplies and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose materials);
(obtaining only when and where necessary the leave of the Courtd) any of the Borrower’s property and assets hereby charged or any part thereof sell by public auction or private auction or by private contract on such terms and conditions as he may deem fitcontract, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing let, grant, surrender or accept surrenders of leases or tenancies of, grant rights, licences, options or licences easements in relation to, otherwise deal with or dispose of and exercise all or any rights, powers and discretions incidental to the ownership of, all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute Secured Assets in the name of and on behalf of the Borrower Company or otherwise or concur in doing any deedof the above in such manner and generally on such terms and conditions and for such consideration (whether in cash, receipt debentures, shares, stocks, securities or other document including valuable consideration and whether payable by a lump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the use name and on behalf of the Borrower’s company seal. To Company or otherwise and taking such steps so that plant, machinery and other fixtures and fittings may be severed and sold separately from the premises containing them and apportion any rent and the performance of any obligations;
(e) repair, decorate, furnish, maintain, alter, improve, renew or add to the Secured Assets or any part of them as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds;
(f) appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and remove employ professional advisers and others at pleasure such salaries or for such remuneration as he may think fit;
(g) perform, repudiate, rescind, vary or enter into any substitute for arrangement or agent under him compromise any contracts or agreements which he may consider expedient;
(h) settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in respect connection with the business of the Company or all or any of the matters aforesaid upon Secured Assets or in any way relating to the Security and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal;
(i) enter into, complete, disclaim, abandon, disregard, determine or rectify all or any of the outstanding contracts or arrangements of the Company and allow time for payment of any unsecured or secured debts;
(j) exercise or permit the Company or any nominee of the Company to exercise any powers or rights incidental to the ownership of the Secured Assets or any part of them in such manner as he may think fit;
(k) form a Subsidiary or Subsidiaries of the Company and transfer, lease or licence to any such Subsidiary or any other person all or any part of the Secured Assets on such terms and conditions as he thinks may think fit. Generally ;
(l) purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall in his absolute discretion consider necessary or desirable for the carrying on, improvement or realisation of all or any part of the Secured Assets or the business of the Company or otherwise for the benefit of all or any part of the Secured Assets;
(m) exercise any powers and discretions conferred on a landlord or a tenant by any applicable law in relation to do all or cause any part of the Secured Assets;
(n) in the exercise of any of the powers, authorities and discretions conferred on him by this Debenture or for any other purpose to be done raise and borrow money either unsecured or secured and either in priority to, pari passu with or subsequent to the Security and generally on such acts or terms and conditions as he may think fit;
(o) give valid receipts for all monies and execute all discharges, assurances and things which may be proper or desirable for realising the Borrower Secured Assets or any part of them and redeem, discharge or compromise any security whether or not having priority to the Security or any part of it;
(p) execute and do all such other acts, things and deeds as he may have done in the ordinary conduct of its business as well consider necessary or desirable for the protection as for the improvement realisation or preservation of the property Secured Assets or any part of them or incidental or conducive to any of the matters, powers, discretions or authorities conferred on or vested in him under or by virtue of this Debenture or otherwise and assets comprised exercise in relation to the Secured Assets or any part of them, and at the cost of the Company, all such powers, discretions, authorities and things as he would be capable of exercising if he were the absolute beneficial owner of the same; and
(q) use the name of the Company or his own name to exercise all or any of the powers conferred by this securityDebenture.
Appears in 1 contract
Powers of Receiver. and/or Manager A Receiver and/or Manager or Receivers and/or Managers so appointed shall be the agent of the Borrower Company and the Borrower Company shall be solely responsible for his or their acts and or defaults and for his or their remuneration. Such The Receiver and/or Manager or Receivers and/or Managers shall be appointed for all purposes and shall have all power to the powers conferred from time extent provided in the Bank Security Documents but not exclusively:-
(a) to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in all or any property assets and rights hereby of the Property charged under the Debenture and for the that purpose to take any proceedings in the name of the Borrower Company or otherwise as the Receiver may deem seem expedient. To ;
(b) to carry on manage develop re-construct amalgamate or diversify concur in carrying on and managing the business of the Borrower Company or any part thereof or to enter into arrangement in connection with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding Property, and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) for any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the those purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property Property hereby charged;
(c) to raise and borrow money on the security of any or all of the Company's assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid property upon such terms as he thinks or they shall think fit;
(d) to sell or concur in selling and to let or concur in letting and to accept surrenders of leases of any of the Property charged to the Bank under the Bank Security Documents. Generally In exercising the power of sale hereby conferred the Receiver and/or Manager or Receivers and/or Managers may sell at such time and in such manner and at such price as he or they may in his or their absolute discretion think fit and in exercising such discretion he or they may have regard to the views and desires of the Bank. The Receiver and/or Manager or Receivers and/or Managers shall not be accountable for any loss or damage which may be alleged to have been suffered by the Company by reason of the exercise of his or their discretion;
(e) to make any arrangement or compromise which he or they shall think expedient bring take defend discontinue any actions suits or proceedings whatsoever in relation to the Property charged under the Bank Security Documents;
(f) to make calls conditionally or unconditionally on the members of the Company in respect of its uncalled capital with such and the same powers for the purpose of enforcing payment of any calls so made as are by the Articles of Association of the Company conferred upon the directors of the Company in respect of calls authorised to be made by them and in the names of the directors or in the name of the Company and to the exclusion of the directors' power in that behalf;
(g) to appoint managers agents officers servants and workmen for any of the aforesaid purposes at such reasonable salaries and for such reasonable periods as he or they may determine;
(h) to do or cause all such other acts and things as may be considered to be done such acts incidental or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement conducive to any of the property matters or powers aforesaid and assets comprised in this securitywhich he or they may or can lawfully do as agent(s) of the Company.
Appears in 1 contract
Powers of Receiver. (a) Every Receiver appointed in accordance with Clause 11.1 shall have and be entitled to exercise all of the powers set out in paragraph (b) below in addition to those conferred by the Law of Property ▇▇▇ ▇▇▇▇ on any receiver appointed thereunder. A Receiver so appointed shall be the agent who is an administrative receiver of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver any Chargor shall have all the powers conferred from of an administrative receiver under the Insolvency ▇▇▇ ▇▇▇▇. If at any time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such there is more than one Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on Security Assets, each such terms and for such consideration as the Receiver may deem fit. To make (unless otherwise stated in any arrangements or enter into any compromise which he shall think expedient document appointing him) exercise all of the powers conferred on a Receiver under this Debenture individually and to the exclusion of each other Receiver.
(b) The powers referred to in respect the first sentence of all paragraph (a) above are:
(i) Take possession to take immediate possession of, get in and collect the Security Assets or any part thereof;
(ii) Carry on business to carry on the business of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums Chargor as he shall may think fit. To bring or defend any actions or other legal proceedings in the name and on behalf ;
(iii) Protection of the Borrower and assets to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name effect all repairs and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute insurances and do all other acts which such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can Chargor might do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property Security Assets;
(iv) Employees to appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes hereof upon such terms as to remuneration or otherwise as he may think proper and to discharge any such persons appointed by any such Chargor;
(v) Borrow Money for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Debenture and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose, to raise and borrow money either unsecured or on the security of the Security Assets or any part thereof either in priority to the security constituted by this Debenture or otherwise and generally on such terms and conditions as he may think fit and no person lending such money shall be concerned to enquire as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed;
(vi) Sell assets comprised to sell, exchange, convert into money and realise all or any part of the Security Assets by public auction or private contract and generally in this security.such manner and on such terms as he shall think proper. Without prejudice to the generality of the foregoing he may do any of these things for a consideration consisting of cash, debentures or other obligations, shares, stock or other valuable consideration and any
(vii) Leases to let all or any part of the Security Assets for such term and at such rent (with or without a premium) as he may think proper and to accept a surrender of any lease or tenancy thereof on such terms as he may think fit (including the payment of money to a lessee or tenant on a surrender);
(viii) Compromise to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of such Chargor or relating in any way to the Security Assets or any part thereof; (ix) Legal Actions to bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the Security Assets or any part thereof as may seem to him to be expedient; (x) Receipts to give valid receipts for all moneys and execute all assurances and things which may be proper or desirable for realising the Security Assets; (xi) Subsidiaries to form a subsidiary or subsidiaries of such Chargor and transfer to any such subsidiary all or any part of the Security Assets; and
Appears in 1 contract
Sources: Debenture (Pacificorp /Or/)
Powers of Receiver. A Every Receiver so appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the agent terms of the Borrower and Option Agreement, to exercise all of the Borrower shall be solely responsible for his acts and defaults and remunerationpowers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. Such The Receiver shall have the power to do all things which, in the powers opinion of the Receiver, are incidental to any of the powers, functions, authorities or discretions conferred from time or vested in the Receiver pursuant to time on this Mortgage or upon receivers by statute and applicable law generally (including, without limitation, the restrictions contained bringing or defending of proceedings in section 25 the name of, or on behalf of, the Mortgagor; the collection and/or realisation of the CLPA Enforcement Security Assets in such manner and in particular (but without limitation) any on such terms as the Receiver shall have power:- To enter into sees fit; and take possession or control the execution of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings documents in the name of the Borrower Mortgagor (whether under hand, or otherwise by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be entitled to exercise in relation to the Mortgagor all the powers set out below:
(a) to exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and other rights attaching to the Enforcement Security Assets;
(b) to make any arrangement or compromise with others over and/or in connection with any of the Enforcement Security Assets as he shall think fit;
(c) to appoint managers, officers and agents for the above purposes at such remuneration as the Receiver receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business determine;
(d) to redeem any prior encumbrance over and/or in connection with any of the Borrower or any part thereof or to enter into arrangement with respect to Enforcement Security Assets and settle and pass the business accounts of the Borrower or encumbrancer and any part thereof with accounts so settled and passed shall (subject to any person or manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;
(e) to concur in so doing in such manner as pay the Receiver may deem fit. Where any capital proper administrative charges in respect of any shares time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Borrower is outstanding Mortgagor; and
(f) to do all such other acts and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower things as may be sufficient considered by the receiver to pay be incidental or conducive to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged above matters or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell powers or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale incidental or disposal may be for cash shares stocks debentures debenture stock conducive to the preservation, improvement or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent realisation of the BorrowerEnforcement Security Assets or the value thereof. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences If at any time there is more than one Receiver of all or any part of the Borrower’s property and assets on Enforcement Security Assets, each such terms and for such consideration as the Receiver may deem fit. To make (unless otherwise stated in any arrangements or enter into any compromise which he shall think expedient in respect of document appointing him) exercise all or any part of the property powers conferred on a Receiver under this Mortgage individually and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any separately from each other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.
Appears in 1 contract
Sources: Commitment Letter (Central European Distribution Corp)
Powers of Receiver. A Any Receiver appointed by the Lender may be any person or persons, and the Lender may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall act as agent for the Lender for the purposes of taking possession of the Collateral and (except as provided below) as agent for the Borrower for all other purposes, including, without limitation, the occupation of any premises of the Borrower and in carrying on the Borrower’s business. For the purposes of realizing upon the Security Interest, the Receiver may sell, lease or otherwise dispose of Collateral as agent for the Borrower or as agent for the Lender as it may determine in its absolute and sole discretion. The Borrower agrees to ratify and confirm all actions of the Receiver acting as agent for the Borrower, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall be have the agent following powers:
(a) to enter upon, use and occupy all premises owned or occupied by the Borrower;
(b) to take possession of the Borrower and Collateral;
(c) to carry on the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 business of the CLPA Borrower;
(d) to borrow money required for the maintenance, preservation or protection of the Collateral or for the carrying on of the business of the Borrower, and in particular the discretion of such Receiver, to charge and grant further security interests in the Collateral in priority to the Security Interest, as security for the money so borrowed;
(but without limitatione) any such Receiver shall have power:- To enter into and take possession to sell, lease or control of any land or premises otherwise dispose of the Borrower Collateral or any part thereof or collect on such terms and get in any property assets conditions and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where shall determine in its discretion;
(f) to demand, commence, continue or defend any capital in respect judicial or administrative proceedings for the purpose of any shares protecting, seizing, collecting, realizing or obtaining possession or payment of the Borrower is outstanding Collateral, and uncalled, to call give valid and effectual receipts and discharges therefor and to compromise or to require give time for the Borrower forthwith to call up all payment or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences performance of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire Accounts or any other risks and for such sums as he shall think fit. To bring obligation of any third party to the Borrower; and
(g) to exercise any rights or defend any actions or other legal proceedings in remedies which could have been exercised by the name and on behalf of Lender against the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securityCollateral.
Appears in 1 contract
Sources: Loan Agreement (BioAmber Inc.)
Powers of Receiver. A (a) Every Receiver so appointed in accordance with Clause 17.1 (Appointment of Receiver) shall have and be the agent entitled to exercise all of the Borrower and powers set out in Clause 17.2(b) below in addition to those conferred by the Borrower shall be solely responsible for his acts and defaults and remuneration1925 Act on any receiver appointed under the 1925 Act. Such If at any time there is more than one Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on Security Assets, each such terms and for such consideration as the Receiver may deem fit. To make (unless otherwise stated in any arrangements or enter into any compromise which he shall think expedient document appointing him) exercise all of the powers conferred on a Receiver under this Security Agreement individually and to the exclusion of each other Receiver.
(b) The powers referred to in respect the first sentence of all Clause 17.1(a) above are:
(i) Take possession: to take immediate possession of, get in and collect the Security Assets or any part of the property and assets hereby charged. To repair and keep in repair and make Security Assets whether accrued before or effect improvements after the date of his appointment;
(ii) Carry on business: to carry on or manage the Borrower’s property and assets and for this purpose to apply in the name business of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums Chargor as he shall may think fit. To bring fit or defend any actions to concur in or other legal proceedings in authorise the name and on behalf management of, or appoint a manager of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as Chargor;
(iii) Protection of assets: to remuneration or otherwise as he shall think proper. To execute make and effect all repairs, alterations, improvements, replacements, developments, demolitions and insurances (including indemnity insurance and performance bonds and guarantees) and do all other acts which such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can Chargor might do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property Security Assets and assets comprised to commence and/or complete any building operations on the Mortgaged Property and to apply for and maintain any planning permissions, building regulation approvals and any other permissions, consents or licences, in each case as he may in his absolute discretion think fit or concur in any of the foregoing;
(iv) Employees: to appoint and discharge managers, officers, agents, accountants, servants, workmen and other advisers for the purposes of this security.Security Agreement upon such terms as to remuneration or otherwise as he may think proper and to discharge any such persons appointed by any such Chargor;
(v) Borrow money: for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Security Agreement and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise of such powers, authorities and discretions or for any other purpose, to raise and borrow money either unsecured or on the security of the Security Assets or any part of the Security Assets either in priority to the security constituted by this Security Agreement or otherwise and generally on such terms and conditions as he may think fit and no person lending such money shall be concerned to enquire as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed;
Appears in 1 contract
Powers of Receiver. A Any Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver hereunder shall have all power in addition to the powers conferred from time to time on receivers by statute the Law of Property ▇▇▇ ▇▇▇▇ and without the restrictions contained in section 25 Schedule 1 of the CLPA Insolvency Act 1986 (which are hereby incorporated into this Deed) and in particular notwithstanding the liquidation of the Borrower:
(but without limitationa) any such Receiver shall have power:- To enter into and to take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in all or any property assets part of the security, charges and rights hereby charged pledges constituted by this Deed and for the that purpose to take any proceedings in the name of the Borrower or any Subordinated Creditor or otherwise as he thinks fit;
(b) generally to manage the Receiver may deem expedient. To security, charges and pledges constituted by this Deed and to manage or carry on, reconstruct, amalgamate, diversify or concur in carrying on manage develop re-construct amalgamate or diversify the business or any part thereof of the Borrower or any part Subordinated Creditor as he may think fit;
(c) to make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient in the interests of the Security Trustee and the Lender Parties;
(d) for the purpose of exercising any of the powers, authorities and discretions conferred on him by this Deed and/or defraying any costs or expenses which may be incurred by him in the exercise thereof or for any other purpose to enter into arrangement with respect raise or borrow money or incur any other liability on such terms whether secured or unsecured as he may think fit and whether to the business of the Borrower rank for payment in priority to this security or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and not;
(e) without restriction to sell, agree let or lease, or concur in selling selling, letting or dispose (obtaining only when leasing, and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale the terms of, determine, surrender or disposal accept surrenders of, leases or tenancies of, or grant options and resell licences over or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale of or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of deal with, all or any part of the Borrower’s property security, charges and assets on pledges constituted by this Deed without being responsible for loss or damage, and so that any such terms sale, lease or disposition may be made for cash payable by instalments, loan stock or other debt obligations or for shares or securities of another company or other valuable consideration, and for such consideration as the Receiver may deem fit. To make any arrangements form and promote, or enter into any compromise which he shall think expedient concur in respect of all forming and promoting, a company or any part of the property and assets hereby charged. To repair and keep companies to purchase, lease, licence or otherwise acquire interests in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid security, charges and pledges constituted by this Deed or otherwise, arrange for such companies to raise trade or borrow cease to trade and to purchase, lease, license or otherwise acquire all or any money that may be required upon the security of the whole security, charges and pledges constituted by this Deed on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;
(f) to make and effect all repairs, renewals and improvements to the security, charges and pledges constituted by this Deed or any part of it as he may think fit and maintain, renew, take out or increase insurances;
(g) to exercise all voting and other rights attaching to any stocks, shares and other securities owned by the property assets Borrower or any Subordinated Creditor and rights hereby charged. To employ comprised in the security, charges and terminate pledges constituted by this Deed in such manner as he may think fit;
(h) to redeem any prior encumbrance and settle and pass the services accounts of such the person entitled to the prior encumbrance so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Borrower or persons professional any Subordinated Creditor and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(i) to appoint and discharge employees, officers, managers, agents, professionals and others for any of the purposes hereof or otherwise on to guard or protect the security, charges and pledges constituted by this Deed upon such terms as to remuneration or otherwise as he may think fit and to dismiss the same or discharge any persons appointed by the Borrower or any Subordinated Creditor;
(j) to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person or body who is or claims to be a creditor of the Borrower or any Subordinated Creditor or relating in any way to the security, charges and pledges constituted by this Deed or any part thereof;
(k) to bring, prosecute, enforce, defend and discontinue all such actions and proceedings or submit to arbitration in the name of the Borrower or any Subordinated Creditor in relation to the security, charges and pledges constituted by this Deed or any part thereof as he shall think proper. To execute fit;
(l) to sever and sell plant, machinery or other fixtures sold separately from the property to which they may be annexed;
(m) to implement or continue the development of (and obtain all consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the security, charges and pledges constituted by this Deed and do all such acts deeds and things incidental thereto;
(n) to purchase or acquire any land and purchase, acquire or grant any interest in or right over land;
(o) to make calls conditionally or unconditionally on the members of the Borrower or any Subordinated Creditor in respect of uncalled capital; and
(p) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver to him be incidental or the Bank may appear necessary or proper for or in relation conducive to any of the purposes matters or powers aforesaid or otherwise incidental or conducive to the preservation, improvement or realisation of the security, charges and which he lawfully may or can do as agent for the Borrower. To execute in pledges constituted by this Deed and to use the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of Subordinated Creditor for all the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitypurposes aforesaid.
Appears in 1 contract
Sources: Deed of Subordination and Pledge (Randgold Resources LTD)
Powers of Receiver. A Each Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver under this Debenture shall have all the powers conferred from time to time on receivers by statute the Act and without the restrictions contained CLP (which is deemed incorporated in section 25 this Debenture). In addition, notwithstanding any liquidation of the CLPA and in particular (but without limitation) any such Chargor each Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct power to:
(a) develop, reconstruct, amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration Chargor;
(b) enter into or liquidation of cancel any person indebted to the Borrower and to receive dividendscontracts on any terms or conditions;
(c) incur any liability on any terms, whether secured or unsecured, and whether to accede rank for payment in priority to trust deeds for this security or not;
(d) let or lease or concur in letting or leasing, and vary the creditors of any such person. For terms of, determine, surrender leases or tenancies of, or grant options and licences over, or otherwise deal with, all or any of the purposes aforesaid Charged Property, without being responsible for loss or damage;
(e) establish subsidiaries to raise or borrow acquire interests in any money that may be required upon the security of the whole Charged Property and/or arrange for those subsidiaries to trade or cease to trade and acquire any part of the property assets Charged Property on any terms and conditions;
(f) make and effect all repairs, renewals and improvements to any of the Charged Property and maintain, renew, take out or increase insurances;
(g) exercise all voting and other rights hereby charged. To employ attaching to the investments and terminate stocks, shares and other securities owned by the services Chargor and comprised in the Charged Property;
(h) redeem any prior Security on or relating to the Charged Property and settle and pass the accounts of the person entitled to such person prior Security, so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(i) appoint and discharge officers and others for any of the purposes of this Debenture and/or to guard or persons professional or otherwise on such protect the Charged Property upon terms as to remuneration or otherwise as he shall may think proper. To execute fit;
(j) settle any claims, accounts, disputes, questions and do all such acts deeds and things as demands with or by any person who is or claims to him be a creditor of the Chargor or the Bank may appear necessary or proper for or in relation relating to any of the purposes aforesaid Charged Property;
(k) implement or continue the development of (and which he lawfully may obtain all consents required in connection therewith) and/or complete any buildings or can do as agent for the Borrower. To execute structures on any real property comprised in the name of and Charged Property;
(l) purchase or acquire any land or any interest in or right over land;
(m) exercise on behalf of the Borrower Chargor all the powers conferred on a landlord or a tenant by any deed, receipt legislation from time to time in force in any relevant jurisdiction relating to rents or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him agriculture in respect of any part of the real property comprised in the Charged Property; and
(n) do all other acts and things (including signing and executing all documents and deeds) as the Receiver considers to be incidental or conducive to any of the matters aforesaid upon such terms as he thinks fit. Generally or powers in this Clause 9.7, or otherwise incidental or conducive to do the preservation, improvement or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement realisation of the property Charged Property, and assets comprised use the name of the Chargor for all such purposes, and in this securityeach case may use the name of the Chargor and exercise the relevant power in any manner which he may think fit.
Appears in 1 contract
Powers of Receiver. A Each Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver under this Deed shall have (subject to any limitations or restrictions which the Security Agent may incorporate in the deed or instrument appointing it) all the powers conferred from time to time on receivers by statute the Law of Property Act 1925 and without the restrictions contained Insolvency Act 1986 (each of which is deemed incorporated in section 25 this Deed), so that the powers set out in schedule 1 to the Insolvency Act 1986 shall extend to every Receiver, whether or not an administrative receiver. In addition, notwithstanding any liquidation of the CLPA and in particular (but without limitation) any such Chargor, each Receiver shall have power:- To enter into power to:
(a) exercise all voting and take possession other rights attaching to the Shares owned by the Chargor and comprised in the Charged Property, but only following a written notification from either the Receiver or control of any land or premises the Security Agent to the Chargor stating that the Security Agent shall exercise all voting rights in respect of the Borrower Shares owned by the Chargor and comprised in the Charged Property;
(b) redeem any prior Security on or relating to the Charged Property and settle and pass the accounts of the person entitled to that prior Security, so that any part thereof accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(c) settle any claims, accounts, disputes, questions and demands with or collect by any person who is or claims to be a creditor of the Chargor or relating to any of the Charged Property; and
(d) do all other acts and get things (including signing and executing all documents and deeds) as the Receiver considers to be incidental or conducive to any of the matters or powers in any property assets this Clause 12.2, or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property, and rights hereby charged and for the purpose to take any proceedings in use the name of the Borrower or otherwise as the Receiver Chargor for all such purposes, and in each case may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in use the name of the Borrower for such licences permissions consents or approvals as Chargor and exercise the relevant power in any manner which they may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.
Appears in 1 contract
Powers of Receiver. A Every Receiver so appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the agent terms of the Borrower and Option Agreement, to exercise all of the Borrower shall be solely responsible for his acts and defaults and remunerationpowers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. Such The Receiver shall have the power to do all things which, in the powers opinion of the Receiver, are incidental to any of the powers, functions, authorities or discretions conferred from time or vested in the Receiver pursuant to time on this Mortgage or upon receivers by statute and applicable law generally (including, without limitation, the restrictions contained bringing or defending of proceedings in section 25 the name of, or on behalf of, the Mortgagor; the collection and/or realisation of the CLPA Enforcement Security Assets in such manner and in particular (but without limitation) any on such terms as the Receiver shall have power:- To enter into sees fit; and take possession or control the execution of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings documents in the name of the Borrower Mortgagor (whether under hand, or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate by way of deed or diversify the business by utilisation of the Borrower company seal of the Mortgagor or any part thereof or its general partner) and in particular shall have and be entitled to enter into arrangement with respect exercise in relation to the business Mortgagor all the powers set out below:
(a) to exercise all rights of the Borrower Mortgagee under or any part thereof with any person or pursuant to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding this Mortgage including all voting and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay other rights attaching to the Bank all moneys then due and owing hereunder. Forthwith and without restriction Enforcement Security Assets;
(b) to sell, agree make any arrangement or compromise with others over and/or in selling or dispose (obtaining only when and where necessary the leave of the Court) connection with any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums Enforcement Security Assets as he shall think fit. To bring or defend any actions or other legal proceedings in the name ;
(c) to appoint managers, officers and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds agents for the creditors of above purposes at such remuneration as the receiver may determine;
(d) to redeem any such person. For all or prior encumbrance over and/or in connection with any of the purposes aforesaid to raise or borrow any money that may be required upon Enforcement Security Assets and settle and pass the security accounts of the whole or encumbrancer and any part of the property assets accounts so settled and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he passed shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation (subject to any of manifest error) be conclusive and binding on the purposes aforesaid Mortgagor and which he lawfully may or can do as agent for the Borrower. To execute in money so paid shall be deemed an expense properly incurred by the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.receiver;
Appears in 1 contract
Sources: Commitment Letter (Central European Distribution Corp)
Powers of Receiver. A Any Receiver appointed by the Lender may be any person or persons, and the Lender may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall act as agent for the Lender for the purposes of taking possession of the Collateral and (except as provided below) as agent for the Borrower for all other purposes, including, without limitation, the occupation of any premises of the Borrower and in carrying on the Borrower’s business. For the purposes of realizing upon the Security Interest, the Receiver may sell, lease or otherwise dispose of Collateral as agent for the Borrower or as agent for the Lender as it may determine at its absolute and sole discretion. The Borrower agrees to ratify and confirm all actions of the Receiver acting as agent for the Borrower, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall be have the agent following powers:
(a) to enter upon, use and occupy all premises owned or occupied by the Borrower;
(b) to take possession of the Borrower and Collateral;
(c) to carry on the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 business of the CLPA Borrower;
(d) to borrow money required for the maintenance, preservation or protection of the Collateral or for the carrying on of the business of the Borrower, and in particular the discretion of such Receiver, to charge and grant further security interests in the Collateral in priority to the Security Interest, as security for the money so borrowed;
(but without limitatione) any such Receiver shall have power:- To enter into and take possession to sell, lease or control of any land or premises otherwise dispose of the Borrower Collateral or any part thereof or collect on such terms and get in any property assets conditions and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where shall determine in its discretion;
(f) to demand, commence, continue or defend any capital in respect judicial or administrative proceedings for the purpose of any shares protecting, seizing, collecting, realizing or obtaining possession or payment of the Borrower is outstanding Collateral, and uncalled, to call give valid and effectual receipts and discharges therefor and to compromise or to require give time for the Borrower forthwith to call up all payment or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences performance of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire Accounts or any other risks and for such sums as he shall think fit. To bring obligation of any third party to the Borrower; and
(g) to exercise any rights or defend any actions or other legal proceedings in remedies which could have been exercised by the name and on behalf of Lender against the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securityCollateral.
Appears in 1 contract
Sources: Loan Agreement (Hydrogenics Corp)
Powers of Receiver. A Any Receiver appointed by the Majority Lenders may be any person or persons, and the Majority Lenders may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall act as agent for the Lenders for the purposes of taking possession of the Collateral and (except as provided below) as agent for the Borrower for all other purposes, including without limitation the occupation of any premises of the Borrower and in carrying on the Borrower's business. For the purposes of realizing upon the Security Interest, the Receiver may sell, lease or otherwise dispose of Collateral as agent for the Borrower or as agent for the Lenders as it may determine in its discretion. The Borrower agrees to ratify and confirm all actions of the Receiver acting as agent for the Borrower, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall be have the agent following powers:
(a) to enter upon, use and occupy all premises owned or occupied by the Borrower;
(b) to take possession of the Borrower and Collateral;
(c) to carry on the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 business of the CLPA Borrower;
(d) to borrow money required for the maintenance, preservation or protection of the Collateral or for the carrying on of the business of the Borrower, and in particular the discretion of such Receiver, to charge and grant further security interests in the Collateral in priority to the Security Interest, as security for the money so borrowed;
(but without limitatione) any such Receiver shall have power:- To enter into and take possession to sell, lease or control of any land or premises otherwise dispose of the Borrower Collateral or any part thereof or collect on such terms and get in any property assets conditions and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where shall determine in its discretion;
(f) to demand, commence, continue or defend any capital in respect judicial or administrative proceedings for the purpose of any shares protecting, seizing, collecting, realizing or obtaining possession or payment of the Borrower is outstanding Collateral, and uncalled, to call give valid and effectual receipts and discharges therefor and to compromise or to require give time for the Borrower forthwith to call up all payment or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences performance of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire Accounts or any other risks and for such sums as he shall think fit. To bring obligation of any third party to the Borrower; and
(g) to exercise any rights or defend any actions or other legal proceedings in remedies which could have been exercised by the name and on behalf of Lender against the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securityCollateral.
Appears in 1 contract
Sources: General Security Agreement (Red Brook Developments LTD)
Powers of Receiver. A 20.1 Any Receiver appointed by the Lenders may be any person licensed as a trustee under the Bankruptcy and Insolvency Act (Canada), and the Lenders may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall act as Lenders for the Debtor for all purposes, including the occupation of any premises of the Debtor and in carrying on the Debtor's business and the Lenders shall not be liable for any act or omission of any Receiver. The Debtor agrees to ratify and confirm all actions of the Receiver and to release and indemnify the Receiver and the Lenders in respect of all such actions. Any Receiver so appointed shall be have the agent power:
(a) to enter upon, use, and occupy all premises owned or occupied by the Debtor;
(b) to take possession of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time Collateral;
(c) to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower Debtor;
(d) to borrow money required for the maintenance, preservation or any part thereof protection of the Collateral or to enter into arrangement with respect to for the carrying on of the business of the Borrower Debtor, and in the discretion of such Receiver, to charge and grant further security interests in the Collateral in priority to the Security Interests, as security for the money so borrowed;
(e) to sell, lease, or any otherwise dispose of the Collateral in whole or in part thereof with any person and for cash or to concur in so doing credit, or part cash and part credit on such terms and conditions and in such manner as the Receiver may deem fit. Where shall determine in its discretion;
(f) to demand, commence, continue or defend any capital in respect judicial or administrative proceedings for the purpose of any shares protecting, seizing, collecting, realizing or obtaining possession or payment of the Borrower is outstanding Collateral, and uncalled, to call give valid and effectual receipts and discharges therefor and to compromise or to require give time for the Borrower forthwith to call up all payment or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences performance of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire Accounts or any other risks and for such sums as he shall think fit. To bring or defend obligation of any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental third party to the performance of Debtor; and
(g) to exercise any rights or remedies which could have been exercised by the Receiver’s functions. To establish subsidiaries of Lenders against the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him Debtor or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securityCollateral.
Appears in 1 contract
Sources: Operating Loan Agreement
Powers of Receiver. A Any Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver by instrument in writing shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and power to: take possession or control of any land or premises of the Borrower or any part thereof or of, collect and get in all or any property assets and rights hereby charged and part of the Charged Premises and, for the purpose that purpose, to take any proceedings in the name of the Borrower Chargor or otherwise as the Receiver may deem expedient. To otherwise; carry on manage develop re-construct amalgamate or diversify concur in carrying on all or any part of the business of the Borrower or any part thereof or to enter into arrangement Chargor with respect to the business of Charged Premises; construct, improve, maintain, manage, operate, repair, renew, amend, replace and restore the Borrower Charged Premises or any part thereof with thereof; carry out negotiations for leases and grant options to lease, agree to lease and lease the whole or any person part of the Charged Premises until the same is fully sold or to concur in so doing leased, without notice and in such manner as may seem advisable to the Receiver and to effect any such negotiation, option to lease, agreement to lease or lease in the name and on behalf of the Chargor or otherwise; surrender or accept the surrender of any Lease forming part of the Charged Premises; amend, negotiate, terminate or modify any agreement forming part of the Charged Premises; sell, lease, grant options to purchase or otherwise dispose of, or concur in selling, leasing or otherwise disposing of, all or any part of the Charged Premises by public auction, by public tender or by private contract, either for cash or on credit without notice and in such manner as may seem advisable to the Receiver and on such terms as to credit and otherwise and subject to such conditions as the Receiver shall determine; in connection therewith, the Receiver may deem fit. Where effect any capital such sale, lease, option or other disposition by conveying the Charged Premises or part thereof in respect of any shares the name and on behalf of the Borrower is outstanding Chargor or otherwise and uncalled, to call buy in or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private at an auction or by private contract on such terms and conditions as he may deem fit, with power to rescind or vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any ; in the case of a sale on credit, the Receiver shall be bound to account to subsequent encumbrancers and to the Chargor only for such money as has been actually received by the Chargee from purchasers after satisfaction of the Secured Obligations; resell or re-lease the whole or any part of the Charged Premises without being answerable for any loss occasioned thereby, subject to the last paragraph of this Section 15; rescind or vary any contract or agreement of sale or disposal lease in respect of the whole or any part of the Charged Premises; make any stipulation as to title or conveyance or commencement of title; borrow or raise money on the security of all or any part of the Charged Premises in priority to this Charge or otherwise for such purposes as may be approved by the Chargee, including the power to borrow money for cash shares stocks debentures debenture stock the purpose of carrying on the business of the Chargor in respect of the Charged Premises or other obligations constructing, improving, maintaining, managing, operating, repairing, renewing, amending, replacing or valuable consideration restoring the Charged Premises or otherwise in such amount and in such manner as will, in the opinion of the Receiver, be sufficient for obtaining upon the security of the Charged Premises or part thereof the amounts from time to time required, and in so doing the Receiver may issue certificates (“Receiver’s Certificates”) which may be paid or satisfied payable at such time or times as the Receiver may think expedient and may bear interest as shall think fit. Plant machinery be stated therein and other fixtures may be severed and/or detached the amounts from time to time payable by virtue of such Receiver’s Certificates shall form a mortgage, security interest and sold charge upon the Charged Premises in priority to the mortgages, security interests and charges constituted by this Charge; make any arrangement or disposed separately from compromise which the premises containing them without Receiver considers expedient, acting reasonably, in the prior consent interests of the Borrower. To lease let hire Chargee in relation to the Charged Premises, or release in whole or in part the Charged Premises and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or exchange any part or parts of the Borrower’s Charged Premises for any other property and assets on upon such terms and for such consideration as the Receiver may deem fit. To make any arrangements considers expedient, acting reasonably, either with or enter into any compromise which he shall think expedient in respect without payment of money for equality of exchange or otherwise; execute and prosecute all or any part of the property suits, proceedings and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply actions in the name of the Borrower Chargor or otherwise in relation to the Charged Premises, defend all suits, proceedings and actions against the Chargor or the Receiver in relation to the Charged Premises, appear in and conduct the prosecution and defence of any suit, proceeding or action then pending or thereafter instituted and appeal any suit, proceeding or action in relation to the Charged Premises, which the Receiver considers necessary, acting reasonably, for such licences permissions consents or approvals as may be required under any law or regulation the reasonable and to take out maintain and renew all insurances in respect proper protection of the Borrower’s property Charged Premises; and assets against loss or damage by fire or any engage and retain accountants, lenders, appraisers, assistants, lawyers, managers and other risks experts. The Receiver shall be vested with such other powers and for such sums discretion of the Chargee as he shall think fit. To bring or defend any actions or other legal proceedings are granted in the name instrument of appointment and on behalf any supplement thereto. The Receiver shall, subject to Applicable Law, for all purposes be deemed to be the agent of the Borrower Chargor and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf not of the Borrower. To make any payment which is necessary or incidental to Chargee, and the performance of Chargor shall be solely responsible for the Receiver’s functionsacts, omissions or defaults (other than those resulting from the Receiver’s gross negligence or wilful misconduct) and for his remuneration. To establish subsidiaries Proceeds from time to time received by the Receiver shall be applied in accordance with the applicable provisions of the Borrower and Loan Agreement. Unless required by law, neither the Chargee nor any Receiver appointed by it will be required to transfer to subsidiaries give the Chargor any notice of any sale, lease or other disposition of the Borrower the whole Charged Premises or any part thereof or the date after which any private disposition of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole Charged Premises or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause thereof is to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this securitymade.
Appears in 1 contract
Sources: Loan Agreement