Powers of Receiver. Any Receiver appointed by the Secured Party shall have the power: (a) to take possession of and get in all or any part of the Collateral; (b) to carry on, manage and conduct or to concur in the carrying on, management and conduct of the business of the Debtor and to receive the revenues, incomes, issues and profits of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwise; (c) to borrow monies for the purposes of the business of the Debtor, the maintenance and preservation of the Collateral or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this Agreement; (d) to sell and dispose of any or all of the Collateral at public auction, by public or private tender or by private sale at such time and on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, as the Receiver shall in its sole discretion determine and to deliver to the purchaser or purchasers of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assigns; (e) to make any arrangement or compromise which the Receiver shall deem expedient; (f) to ▇▇▇ or defend any action in the name of the Debtor; (g) to lease or concur in the leasing of the whole or any part of the Collateral; (h) to exercise all or any of the powers or rights incident to the ownership of the Collateral; (i) to employ or retain for the execution of the duties and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper; (j) to release any of the Collateral which in the Receiver's opinion is unprofitable or unrealizable or a source of loss or danger; (k) to exercise all rights and powers of the Secured Party hereunder and to act generally in relation to the Collateral in such manner and on such terms as may be expedient and in the best interests of the Secured Party; (l) to agree to any modification, compromise, release or waiver of the rights of the Secured Party against the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwise; (m) if a sale is on credit, the Receiver shall not be accountable for any monies until actually received.
Appears in 3 contracts
Sources: General Security Agreement (Scout Exploration, Inc), General Security Agreement (Scout Exploration, Inc), General Security Agreement (Scout Exploration, Inc)
Powers of Receiver. (a) Any Receiver appointed by receiver (which term includes a receiver and manager) shall have all of the Secured Party powers of the Vendors set forth in this Security Agreement and, in addition, shall have the powerfollowing powers:
(ai) to lease all or any portion of the Collateral and for this purpose execute contracts in the name of the Debtor, which contracts shall be binding upon the Debtor and the Debtor, upon an Event of Default that is continuing, hereby irrevocably constitutes such receiver as its attorney for such purposes;
(ii) to take possession of and get in all or any part of the Collateral;
(b) , collect all rents, issues, incomes and profits derived therefrom and realize upon any additional or collateral security granted by the Debtor to carry on, manage the Vendors and conduct or to concur for that purpose may take any proceedings in the carrying on, management and conduct of the business name of the Debtor or otherwise; and to receive the revenues, incomes, issues and profits of the Collateral and of carrying carry on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable concur in carrying on the business or otherwise;
(c) to which the Debtor is conducting and for that purpose the receiver may borrow monies for money on the purposes security of the business of the Debtor, the maintenance and preservation of the Collateral or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this Security Agreement;
(db) to sell and dispose of any or all of the Collateral at public auction, by public or private tender or by private sale at such time and on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, as the Receiver shall in its sole discretion determine and to deliver Any receiver appointed pursuant to the purchaser or purchasers of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale provisions hereof shall be absolute and conclusive as against deemed to be the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assigns;
(e) to make any arrangement or compromise which the Receiver shall deem expedient;
(f) to ▇▇▇ or defend any action in the name agent of the Debtor;
(g) to lease or concur in the leasing of the whole or any part of the Collateral;
(h) to exercise all or any of the powers or rights incident , to the ownership of extent permitted by applicable law, for the Collateral;purposes of:
(i) to employ or retain for carrying on and managing the execution business and affairs of the duties and powers conferred upon him hereunder such agentsDebtor, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper;and
(jii) to release any establishing liability for all of the Collateral which in the Receiver's opinion is unprofitable acts or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers omissions of the Secured Party receiver while acting in any capacity hereunder and to act generally in relation to the Collateral in such manner and on such terms as may be expedient and in the best interests of the Secured Party;
(l) to agree to any modification, compromise, release or waiver of the rights of the Secured Party against the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwise;
(m) if a sale is on credit, the Receiver Vendors shall not be accountable liable for any monies until actually receivedsuch acts or omissions, provided that, without restricting the generality of the foregoing, the Debtor irrevocably authorizes the Vendors to give instructions to the receiver relating to the performance of its duties as set out herein.
Appears in 3 contracts
Sources: Security Agreement (Teleplus Enterprises Inc), Security Agreement (Teleplus Enterprises Inc), Security Agreement (Teleplus Enterprises Inc)
Powers of Receiver. Any Each Receiver appointed under this Debenture 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 the Secured Party Law of Property Act 1925 and the Insolvency Act 1986 (each of which is deemed incorporated in this Debenture), 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 relevant Chargor, each Receiver shall have the powerfollowing rights, powers and discretions:
(a) to take all the rights conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in possession and on any receiver appointed under the Law of and get in all or any part of the CollateralProperty Act 1925;
(b) all the rights expressed to carry on, manage be conferred upon the Security Agent in this Debenture and conduct or all the rights to concur release the Charged Property from the Security conferred upon the Security Agent in the carrying on, management and conduct of the business of the Debtor and to receive the revenues, incomes, issues and profits of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwiseSecured Debt Documents;
(c) to borrow monies for take immediate possession of, get in and collect any Charged Property and to require payment to it or to the purposes Security Agent of the business of the Debtor, the maintenance and preservation of the Collateral any monetary claims or credit balance on any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this AgreementAccount;
(d) to sell and dispose of manage or carry on any or all part of the Collateral at public auction, by public or private tender or by private sale at such time and on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, as the Receiver shall in its sole discretion determine and to deliver to the purchaser or purchasers business of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assignsrelevant Chargor;
(e) to make enter into, vary or cancel any arrangement contracts on any terms or compromise which the Receiver shall deem expedientconditions;
(f) to ▇▇▇ incur any liability on any terms, whether secured or defend any action unsecured, and whether to rank for payment in the name of the Debtorpriority to this security or not;
(g) to lease sell, transfer, assign, exchange, hire out, lend, licence, convert into money and realise any Charged Property by public offer or concur auction, tender or private contract and for a consideration of any kind (which may be payable in the leasing of the whole a lump sum or by instalments spread over any part of the Collateralperiod or deferred);
(h) to exercise all bring, prosecute, enforce, defend and abandon any action, suit and proceedings in relation to any Charged Property or any business of the powers or rights incident to the ownership of the Collateralthat Chargor;
(i) to employ give a valid receipt for any moneys and execute any assurance or retain thing which may be necessary or desirable for the execution of the duties and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers properrealising any Charged Property;
(j) to release establish subsidiaries to acquire interests in any of the Collateral which in Charged Property and/or arrange for those subsidiaries to trade or cease to trade and acquire any of the Receiver's opinion is unprofitable or unrealizable or a source of loss or dangerCharged Property on any terms and conditions;
(k) to exercise make and effect all rights repairs, renewals and powers improvements to any of the Secured Party hereunder Charged Property and to act generally in relation to the Collateral in such manner and on such terms as may be expedient and in the best interests of the Secured Partymaintain, renew, take out or increase insurances;
(l) to agree exercise all voting and other rights attaching to any modificationthe Shares or Investments and stocks, compromiseshares and other securities owned by the relevant Chargor and comprised in the Charged Property, release but only following a written notification from either the Receiver or waiver the Security Agent to the relevant Chargor stating that the Security Agent shall exercise all voting rights in respect of the rights of Shares or Investments and stocks, shares and other securities owned by the Secured Party against relevant Chargor and comprised in the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwiseCharged Property;
(m) to 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 accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the relevant Chargor and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(n) to appoint, hire, employ and discharge officers, employees, contractors, agents, advisors and others for any of the purposes of this Debenture and/or to guard or protect the Charged Property upon terms as to remuneration or otherwise as they may think fit;
(o) to settle any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the relevant Chargor or relating to any of the Charged Property;
(p) to effect any insurance and do any other act which a Chargor might do in the ordinary conduct of its business to protect or improve any Charged Property in each case as he considers fit;to exercise in relation to any Charged Property all the powers, authorities and things which he would be capable of exercising if a sale is on credit, he were the absolute beneficial owner of that Charged Property; and
(q) to do all other acts and things (including signing and executing all documents and deeds) as the Receiver shall not considers to be accountable incidental or conducive to any of the matters or powers in this Clause 13.2, or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property, and use the name of the relevant Chargor for all such purposes, and in each case may use the name of any monies until actually receivedChargor and exercise the relevant power in any manner which they may think fit.
Appears in 2 contracts
Powers of Receiver. (a) Any Receiver appointed by the Secured Party pursuant to Section 8.3(a)(xi) shall have the powerpower without legal process:
(ai) to take possession of and get in all the Secured Property or any part of thereof wherever the Collateralsame may be found;
(bii) to carry on, manage and conduct or to concur in the carrying on, management and conduct of the business of the Debtor and to receive the revenues, incomes, issues and profits of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwise;
(c) to borrow monies for the purposes of the business of the Debtor, the maintenance and preservation of the Collateral Borrowers or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this Agreement;
(d) to sell and dispose of any or all of the Collateral at public auction, by public or private tender or by private sale at such time and on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, as the Receiver shall in its sole discretion determine and to deliver to the purchaser or purchasers of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assigns;
(e) to make any arrangement or compromise which the Receiver shall deem expedient;
(f) to ▇▇▇ or defend any action in the name of the Debtor;Borrowers or of the Receiver; and
(g) to lease or concur in the leasing of the whole or any part of the Collateral;
(hiii) to exercise on behalf of each Lender all or any of the powers or rights incident to the ownership of the Collateral;
(i) to employ or retain for the execution of the duties and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper;
(j) to release any of the Collateral which in the Receiver's opinion is unprofitable or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers of the Secured Party hereunder and to act generally in relation to the Collateral in such manner and on such terms as may be expedient and in the best interests of the Secured Party;
(l) to agree to any modification, compromise, release or waiver of the rights of and remedies herein granted to the Secured Party against Lenders, and without in any way limiting the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwise;
(m) if a sale is on creditforegoing, the Receiver shall have all the powers of a receiver appointed by a court of competent jurisdiction. Any Receiver appointed by Phoenix shall act as agent for the Lenders for the purposes of taking possession of the Secured Property, but otherwise and for all other purposes (except as provided below), as agent for the Borrowers.
(b) The Receiver may sell, lease, or otherwise dispose of Secured Property as agent for the Borrowers or as agent for the Lenders, as Phoenix may determine in its discretion. The Borrowers agree to ratify and confirm all actions of the Receiver acting as agent for the Borrowers, and to release and indemnify the Receiver in respect of all such actions. The Lenders, in appointing or refraining from appointing any Receiver, shall not incur liability to the Receiver, the Borrowers or otherwise and shall not be accountable responsible for any monies until actually receivedmisconduct or negligence of such Receiver or for any loss resulting therefrom.
Appears in 2 contracts
Sources: Debenture Purchase Agreement (Xplore Technologies Corp), Debenture Purchase Agreement (Xplore Technologies Corp)
Powers of Receiver. Any Each Receiver appointed under this Debenture 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 the Secured Party Law of Property Act 1925 and the Insolvency Act 1986 (each of which is deemed incorporated in this Debenture), 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 Chargor, each Receiver shall have the powerpower to:
(a) to take possession of and get in all 12.2.1 manage, develop, reconstruct, amalgamate or diversify any part of the Collateral;
(b) to carry on, manage and conduct or to concur in the carrying on, management and conduct of the business of the Debtor and to receive the revenues, incomes, issues and profits of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwiseChargor;
(c) 12.2.2 enter into or cancel any contracts on any terms or conditions;
12.2.3 incur any liability on any terms, whether secured or unsecured, and whether to borrow monies rank for the purposes of the business of the Debtor, the maintenance and preservation of the Collateral or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral payment in priority to this Agreementsecurity or not;
(d) 12.2.4 establish subsidiaries to sell and dispose of acquire interests in any or all of the Collateral at public auctionCharged Property and/or arrange for those subsidiaries to trade or cease to trade and acquire any of the Charged Property on any terms and conditions;
12.2.5 exercise all voting and other rights attaching to the Shares and stocks, shares and other securities owned by public the Chargor and comprised in the Charged Property, but only following a written notification from either the Receiver or private tender the Security Agent to the Chargor stating that the Security Agent shall exercise all voting rights in respect of the Shares and stocks, shares and other securities owned by the Chargor and comprised in the Charged Property;
12.2.6 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 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;
12.2.7 appoint and discharge officers and others for any of the purposes of this Debenture upon terms as to remuneration or otherwise as they may think fit;
12.2.8 settle any claims, accounts, disputes, questions and demands with or by private sale at such time any person who is or claims to be a creditor of the Chargor or relating to any of the Charged Property;
12.2.9 purchase or acquire any land or any interest in or right over land; and
12.2.10 do all other acts and on such terms things (including signing and conditions as to credit or otherwise executing all documents and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, deeds) as the Receiver shall considers to be incidental or conducive to any of the matters or powers in its sole discretion determine and to deliver this Clause 12.2, or otherwise incidental or conducive to the purchaser preservation, improvement or purchasers realisation of the Collateral good Charged Property, and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assigns;
(e) to make any arrangement or compromise which the Receiver shall deem expedient;
(f) to ▇▇▇ or defend any action in use the name of the Debtor;
(g) to lease or concur Chargor for all such purposes, and in each case may use the leasing name of the whole or Chargor and exercise the relevant power in any part of the Collateral;
(h) to exercise all or any of the powers or rights incident to the ownership of the Collateral;
(i) to employ or retain for the execution of the duties and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper;
(j) to release any of the Collateral manner which in the Receiver's opinion is unprofitable or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers of the Secured Party hereunder and to act generally in relation to the Collateral in such manner and on such terms as they may be expedient and in the best interests of the Secured Party;
(l) to agree to any modification, compromise, release or waiver of the rights of the Secured Party against the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwise;
(m) if a sale is on credit, the Receiver shall not be accountable for any monies until actually receivedthink fit.
Appears in 2 contracts
Powers of Receiver. Any Receiver appointed by the Secured Party shall have the power:
(a) Every Receiver appointed in accordance with Clause 12.1 (Appointment of Receiver) shall have and be entitled to take possession exercise all of and get the powers set out in paragraph (b) of this Clause 12.2 in addition to those conferred by the Law of Property ▇▇▇ ▇▇▇▇ on any receiver appointed thereunder. If at any time there is more than one Receiver of all or any part of the Collateral;Charged Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred on a Receiver under this Debenture individually and separately from each other Receiver.
(b) The powers referred to in the first sentence of paragraph (a) of this Clause 12.2 above are:
(i) Take Possession to take immediate possession of, get in and collect the Charged Assets or any part thereof;
(ii) Carry on Business to carry on, manage and conduct or to concur in the carrying on, management and conduct of the business of the Debtor and to receive the revenues, incomes, issues and profits of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwiseChargor as such Receiver may think fit;
(ciii) Protection of Assets to borrow monies make and effect all insurances and do all other acts which the Chargor might do in the ordinary conduct of its business or is obliged to do under the terms of this Debenture as well for the protection as for the improvement of the Charged Assets and any permissions, consents or licences, in each case as such Receiver may in its 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 such Receiver may think proper and to discharge any such persons appointed by the Chargor;
(v) Borrow Money for the purpose of exercising any of the business 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 such Receiver in the exercise thereof or for any other purpose, to raise and borrow money either unsecured or on the security of the Debtor, the maintenance and preservation of the Collateral Charged Assets or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral either in priority to the security constituted by this Agreement;
(d) to sell Debenture or otherwise and dispose of any or all of the Collateral at public auction, by public or private tender or by private sale at such time and generally on such terms and conditions as such Receiver may think fit and no person lending such money shall be concerned to credit or otherwise and enquire as to upset the propriety or reserve bid purpose of the exercise of such power or price, and as to method of payment whether by way of deferred payment or otherwise, as the Receiver shall in its sole discretion determine and to deliver see to the purchaser application of any money so raised or purchasers of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assignsborrowed;
(evi) Sell Assets to make any arrangement or compromise which the Receiver shall deem expedient;
(f) to ▇▇▇ or defend any action in the name of the Debtor;
(g) to lease or concur in the leasing of the whole sell, exchange, convert into money and realise all or any part of the Collateral;
(h) to exercise all Charged Assets by public auction or any of the powers or rights incident to the ownership of the Collateral;
(i) to employ or retain for the execution of the duties private contract and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper;
(j) to release any of the Collateral which in the Receiver's opinion is unprofitable or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers of the Secured Party hereunder and to act generally in relation to the Collateral in such manner and on such terms as such Receiver shall think proper. Without prejudice to the generality of the foregoing, such Receiver 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 expedient and payable in the best interests of the Secured Partya lump sum or by instalments spread over such period as such Receiver may think fit;
(lvii) Compromise to agree settle, adjust, refer to arbitration, compromise and arrange any modificationclaims, compromiseaccounts, release disputes, questions and demands with or waiver by any person who is or claims to be a creditor of the rights of Chargor or relating in any way to the Secured Party against the Debtor Charged Assets or against the Collateral whether such rights shall arise under this Agreement or otherwiseany part thereof;
(mviii) Legal Actions to bring, prosecute, enforce, defend and abandon any actions, suits and proceedings in relation to the Charged Assets or any part thereof as may seem to such Receiver to be expedient;
(ix) Receipts to give valid receipts for all moneys and execute all assurances and things which may be proper or desirable for realising the Charged Assets;
(x) Subsidiaries to form a subsidiary or subsidiaries of the Chargor and transfer to any such subsidiary all or any part of the Charged Assets; and
(xi) General Powers to do all such other acts and things as such Receiver may consider desirable or necessary for realising the Charged 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 Debenture; to exercise in relation to the Charged Assets or any part thereof all such powers, authorities and things as such Receiver would be capable of exercising if a sale is on credit, such Receiver were the Receiver shall not be accountable absolute beneficial owner of the same; and to use the name of the Chargor for all or any monies until actually receivedof such purposes.
Appears in 1 contract
Sources: Debenture
Powers of Receiver. Any 15.1 Every Receiver shall, in relation to the Charged Property in respect of which he is appointed by and subject to any limitations or restrictions expressed in the Secured Party shall have instrument appointing him but notwithstanding any winding-up or dissolution of the powerCompany, have:
(aA) all the powers conferred by the LPA on mortgagors and on mortgagees in possession and on receivers appointed under that Act, as varied and extended by the provisions of this Debenture;
(B) whether or not the Receiver is in fact an administrative receiver, all the powers of an administrative receiver set out in Schedule 1 to the Insolvency ▇▇▇ ▇▇▇▇ as varied and extended by the provisions of this Debenture and all other powers conferred on or exercisable by him by virtue of the provisions of the Insolvency ▇▇▇ ▇▇▇▇;
(C) all the powers otherwise conferred by statute or common law on mortgagees in possession or receivers; and
(D) power in the name or otherwise on behalf of and at the cost of the Company to exercise all the powers and rights of an absolute owner and to do or omit to do anything which the Company itself could do or omit to do.
15.2 In addition and without prejudice to the generality of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any winding-up or dissolution of the Company) have the following powers (and every reference in this clause 15.2 to the "Charged Property" shall be read as a reference to that part of the Charged Property in respect of which such Receiver was appointed):
(A) TAKE POSSESSION to enter upon, take possession of of, collect and get in all or any part of the CollateralCharged Property including rents and other income whether accrued before or after the date of his appointment and, for those purposes, to make such demands and to take such proceedings as he may think fit;
(bB) DEAL WITH CHARGED PROPERTY to carry onsell, manage transfer, assign, convey, exchange, surrender or otherwise dispose of or deal with and/or grant options in respect of each and conduct or to concur in the carrying on, management and conduct every part of the business of the Debtor and to receive the revenues, incomes, issues and profits of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable Charged Property in carrying on the business or otherwise;
such manner (c) to borrow monies for the purposes of the business of the Debtor, the maintenance and preservation of the Collateral or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this Agreement;
(d) to sell and dispose of any or all of the Collateral at whether by public auction, by public private contract or private tender or by private sale at such time and otherwise) on such terms and conditions for such consideration as to credit or otherwise and as to upset or reserve bid or pricehe may in his absolute discretion think fit including, and as to method of payment whether by way of deferred payment or otherwise, as without the Receiver shall in its sole discretion determine and to deliver to the purchaser or purchasers consent of the Collateral good and sufficient deeds or title documents for the sameCompany, the Receiver being hereby constituted severing and separate disposal from the irrevocable attorney premises to which they were affixed of the Debtor for the purpose of making such sale fixtures, fittings and executing such deeds plant and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assignsmachinery;
(e) to make any arrangement or compromise which the Receiver shall deem expedient;
(f) to ▇▇▇ or defend any action in the name of the Debtor;
(g) to lease or concur in the leasing of the whole or any part of the Collateral;
(h) to exercise all or any of the powers or rights incident to the ownership of the Collateral;
(i) to employ or retain for the execution of the duties and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper;
(j) to release any of the Collateral which in the Receiver's opinion is unprofitable or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers of the Secured Party hereunder and to act generally in relation to the Collateral in such manner and on such terms as may be expedient and in the best interests of the Secured Party;
(l) to agree to any modification, compromise, release or waiver of the rights of the Secured Party against the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwise;
(m) if a sale is on credit, the Receiver shall not be accountable for any monies until actually received.
Appears in 1 contract
Sources: Debenture (Cti Group Holdings Inc)
Powers of Receiver. (a) Any Receiver appointed by receiver (which term includes a receiver and manager) shall have all of the Secured Party powers of the Vendors set forth in this Security Agreement and, in addition, shall have the powerfollowing powers:
(ai) to take possession of and get in lease all or any part of the Collateral;
(b) to carry on, manage and conduct or to concur in the carrying on, management and conduct of the business of the Debtor and to receive the revenues, incomes, issues and profits portion of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwise;
(c) to borrow monies for the purposes of the business of the Debtor, the maintenance and preservation of the Collateral or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this Agreement;
(d) to sell and dispose of any or all of the Collateral at public auction, by public or private tender or by private sale at such time and on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, as the Receiver shall in its sole discretion determine and to deliver to the purchaser or purchasers of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assigns;
(e) to make any arrangement or compromise which the Receiver shall deem expedient;
(f) to ▇▇▇ or defend any action execute contracts in the name of the Debtor, which contracts shall be binding upon the Debtor and the Debtor, upon an Event of Default that is continuing, hereby irrevocably constitutes such receiver as its attorney for such purposes;
(gii) to lease or concur in the leasing of the whole or any part take possession of the Collateral;, collect all rents, issues, incomes and profits derived therefrom and realize upon any additional or collateral security granted by the Debtor to the Vendors and for that purpose may take any proceedings in the name of the Debtor or otherwise; and
(hb) Any receiver appointed pursuant to exercise all or any the provisions hereof shall be deemed to be the agent of the powers or rights incident Debtor, to the ownership of extent permitted by applicable law, for the Collateral;purposes of:
(i) to employ or retain for carrying on and managing the execution business and affairs of the duties and powers conferred upon him hereunder such agentsDebtor, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper;and
(jii) to release any establishing liability for all of the Collateral which in the Receiver's opinion is unprofitable acts or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers omissions of the Secured Party receiver while acting in any capacity hereunder and to act generally in relation to the Collateral in such manner and on such terms as may be expedient and in the best interests of the Secured Party;
(l) to agree to any modification, compromise, release or waiver of the rights of the Secured Party against the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwise;
(m) if a sale is on credit, the Receiver Vendors shall not be accountable liable for any monies until actually receivedsuch acts or omissions, provided that, without restricting the generality of the foregoing, the Debtor irrevocably authorizes the Vendors to give instructions to the receiver relating to the performance of its duties as set out herein.
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Powers of Receiver. Any receiver appointed by ▇▇▇▇▇▇ Micro may be any person or persons, and ▇▇▇▇▇▇ Micro may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed by shall act as agent for ▇▇▇▇▇▇ Micro for the Secured Party purposes of taking possession of the Collateral, and (except as provided below) as agent for the Customer for all other purposes, including without limitation the occupation of any premises of the Customer and in carrying on the Customer'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 Customer or as agent for ▇▇▇▇▇▇ Micro as it may determine in its discretion. The Customer agrees to ratify and confirm all actions of the Receiver acting as agent for the Customer, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall have the powerfollowing powers:
(a) to enter upon, use, and occupy all premises owned or occupied by the Customer;
(b) to take possession of and get in all or any part of the Collateral;
(bc) to carry onon the business of the Customer;
(d) to borrow money required for the maintenance, manage and conduct preservation or to concur in protection of the Collateral or for the carrying on, management and conduct on of the business of the Debtor Customer, and in the discretion of such Receiver, to receive the revenues, incomes, issues charge and profits of grant further security interests in the Collateral and of carrying on in priority to the business of Security Interest, as security for the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwisemoney so borrowed;
(ce) to borrow monies for the purposes of the business of the Debtorsell, the maintenance and preservation lease, or otherwise dispose of the Collateral or any part thereof and in so doing the Receiver may issue certificates payable when the Receiver thinks expedient and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this Agreement;
(d) to sell and dispose of any or all of the Collateral at public auction, by public or private tender or by private sale at such time and on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, in such manner as the Receiver shall determine in its sole discretion determine and to deliver to the purchaser or purchasers of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assigns;
(e) to make any arrangement or compromise which the Receiver shall deem expedient;discretion.
(f) to ▇▇▇ demand, commence, continue or defend any action in judicial or administrative proceedings for the name purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Debtor;Collateral, and to give valid and effectual receipts and discharges therefor and to compromise or give time for the payment or performance of all or any part of the Accounts or any other obligation of any third party to the Customer; and
(g) to lease exercise any rights or concur in remedies which could have been exercised by ▇▇▇▇▇▇ Micro against the leasing of the whole Customer or any part of the Collateral;
(h) to exercise all or any of the powers or rights incident to the ownership of the Collateral;
(i) to employ or retain for the execution of the duties and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration the Receiver considers proper;
(j) to release any of the Collateral which in the Receiver's opinion is unprofitable or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers of the Secured Party hereunder and to act generally in relation to the Collateral in such manner and on such terms as may be expedient and in the best interests of the Secured Party;
(l) to agree to any modification, compromise, release or waiver of the rights of the Secured Party against the Debtor or against the Collateral whether such rights shall arise under this Agreement or otherwise;
(m) if a sale is on credit, the Receiver shall not be accountable for any monies until actually received.
Appears in 1 contract
Powers of Receiver. Any 15.1 A Receiver appointed by the Secured Party Lender under this Debenture shall be the agent of the Company and the Company shall be solely responsible for his acts and remuneration as well as for any defaults committed by him and further the Receiver shall in addition to the powers conferred on him by the Law of Property ▇▇▇ ▇▇▇▇ have power:-
15.1.1 to do all such acts and things as an absolute owner could do in the power:management of all or any of the Charged Property and in particular:-
15.1.2 to undertake or complete any works of repair, building or development on the Properties;
15.1.3 to grant or to accept surrenders of any leases or tenancies affecting the Properties upon such terms and subject to such conditions as he thinks fit;
15.1.4 to provide services and employ or engage such managers contractors and other personnel and professional advisors on such terms as he deems expedient; and
15.1.5 to make such elections for value added tax purposes as he thinks fit;
15.2 to charge and receive such sum by way of remuneration (ain addition to all costs, charges and expenses incurred by him) as the Lender may prescribe or agree with the Receiver;
15.3 to collect and get in the Charged Property in respect of which he is appointed or any part thereof and for that purpose to make such demands and take any proceedings as may seem expedient and to take possession of the Charged Property with like rights;
15.4 to carry on, manage, develop, reconstruct, amalgamate or diversify or concur in carrying on, managing, developing, reconstructing, amalgamating or diversifying the business of the Company;
15.5 to grant options and get in licences over all or any part of the Collateral;
(b) to carry onCharged Property, manage and conduct sell or to concur in the carrying onselling, management assign or concur in assigning, lease or concur in leasing and conduct accept or concur in accepting surrenders of leases of, all or any of the business property of the Debtor and to receive the revenues, incomes, issues and profits Company in respect of the Collateral and of carrying on the business of the Debtor and to pay therefrom all expenses, charges and borrowings incurred or payable in carrying on the business or otherwise;
(c) to borrow monies for the purposes of the business of the Debtor, the maintenance and preservation of the Collateral or any part thereof and in so doing which the Receiver may issue certificates payable when the Receiver thinks expedient is appointed in such manner and bearing interest as stated therein and the amounts from time to time payable thereunder shall charge the Collateral in priority to this Agreement;
(d) to sell and dispose of any or all of the Collateral at public auction, by public or private tender or by private sale at such time and generally on such terms and conditions as he thinks fit (fixtures and plant and machinery may be severed and sold separately from the premises in which they are contained without the consent of the Company) and to credit carry any such sale, assignment, leasing or otherwise and as to upset or reserve bid or price, and as to method of payment whether by way of deferred payment or otherwise, surrender into effect. Any such sale may be for such consideration as the Receiver shall in its sole discretion determine think fit and to deliver to the purchaser or purchasers of the Collateral good and sufficient deeds or title documents for the same, the Receiver being hereby constituted the irrevocable attorney of the Debtor for the purpose of making such sale and executing such deeds and transfer documents and any such sale shall be absolute and conclusive as against the Debtor or any person claiming by, from, through or under the Debtor and the Debtor's assigns;
(e) to make any arrangement or compromise which the Receiver shall deem expedient;
(f) to ▇▇▇ or defend any action in the name of the Debtor;
(g) to lease may promote or concur in promoting a company to purchase the leasing of the whole or any part of the Collateralproperty to be sold;
(h) 15.6 to exercise sell and assign all or any of the powers or rights incident to the ownership Debts in respect of the Collateral;
(i) to employ or retain for the execution of the duties and powers conferred upon him hereunder such agents, assistants, professional advisors or other persons as required on the terms and at the remuneration which the Receiver considers proper;
(j) to release any of the Collateral which in the Receiver's opinion is unprofitable or unrealizable or a source of loss or danger;
(k) to exercise all rights and powers of the Secured Party hereunder and to act generally in relation to the Collateral appointed in such manner and generally on such terms and conditions as he thinks fit;
15.7 to make any arrangement, settlement or compromise between the Company and any other person which he may think expedient;
15.8 to make and effect such improvements to the Equipment as he may think expedient;
15.9 to make calls conditionally or unconditionally on the members of the Company in respect of the uncalled capital with such and the same powers for that purpose and for the purpose of enforcing payments of any calls so made as are conferred by the Articles of Association of the Company on its Directors in respect of calls authorised to be made by them;
15.10 to appoint managers, officers, servants, workmen and agents for the aforesaid purposes at such salaries and for such periods and on such terms as he may be expedient and determine;
15.11 if he thinks fit, but without prejudice to the indemnity contained in Clause 17, to effect with any insurer any policy or policies of insurance either in lieu or satisfaction of or in addition to such indemnity;
15.12 to exercise all powers provided for in the best interests Law of Property ▇▇▇ ▇▇▇▇ in the same way as if the Receiver had been duly appointed thereunder;
15.13 for any of the Secured Party;
(l) purposes authorised by this Clause to agree to raise money by borrowing from the Lender or from any modification, compromise, release other person on the security of all or waiver any of the rights Charged Property in respect of which the Secured Party against Receiver is appointed upon such terms (including if the Debtor or against the Collateral whether Lender shall consent terms under which such rights shall arise under security ranks in priority to this Agreement or otherwise;
(mDebenture) if a sale is on credit, as the Receiver shall not think fit;
15.14 to redeem any prior Encumbrance and to settle and pass the accounts to which the Encumbrance relates and any accounts so settled and passed will be accountable conclusive and binding on the Company and the moneys so paid will be deemed to be an expense properly incurred by the Receiver;
15.15 to do all such other acts and things as he may consider to be incidental or conducive to any of the matters or powers aforesaid or which the Receiver lawfully may or can do as agent for the Company; and
15.16 to exercise any monies until actually receivedof the above powers on behalf of the Company or on his own behalf (or, in the case of the power contained in Clause 15.9, on behalf of the Directors of the Company).
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