Common use of Appointment of Receiver Clause in Contracts

Appointment of Receiver. a) Upon any default under this Commitment or the Security, that is not cured within the time frames set out herein, the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Lender or not, and the Lender may remove any receiver or receivers so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrower. Any such receiver or receivers so appointed shall have power to take possession of the Project or any part thereof and to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole or any part of the Project on such terms and conditions and in such manner as he shall determine. In exercising any powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may from time to time be exercised independently or in combination. The term "receiver" as used in this letter includes a receiver and manager.

Appears in 3 contracts

Samples: Loan Agreement, Commitment Letter, Loan Agreement

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Appointment of Receiver. a) Upon the occurrence of and during the continuance of any default under this Commitment Event of Default, Canadian Agent may appoint or the Security, that is not cured within the time frames set out herein, the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Canadian Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a "RECEIVER", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of Grantor and not Canadian Agent or receivers so appointed any of Canadian Lenders, and neither Canadian Agent nor any of Canadian Lenders shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including Grantor, enter upon, use and occupy all premises owned or occupied by Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on Grantor's business or as security for loans or advances to enable the Receiver to carry on Grantor's business or otherwise, as such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyotherwise directed by Canadian Agent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to Canadian Agent. Every such Receiver may, in the discretion of Canadian Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of Canadian Agent.

Appears in 3 contracts

Samples: Security Agreement (Blount International Inc), Security Agreement (Blount International Inc), Security Agreement (Blount International Inc)

Appointment of Receiver. a) Upon In any default under action to foreclose this Commitment Mortgage, Mortgagee shall be entitled, without notice and as a matter of right and without regard to the adequacy of any security of the indebtedness or the Securitysolvency of Mortgagor, that is not cured within the time frames set out herein, the Lender may proceed upon application to realize the security hereby constituted and to enforce its rights by entry; or by the appointment by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Lender or not, and the Lender may remove any receiver or receivers so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for having jurisdiction, to the appointment of a receiver or receivers or for sale of the Project rents, income and profits of the Mortgaged Property. If an Event of Default occurs under this Mortgage, Buffalo China, upon demand of Mortgagee, shall surrender the possession of, and it shall be lawful for Mortgagee, by such officer or agent as it may appoint, to take possession of, all or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrower. Any such receiver or receivers so appointed shall have power to take possession of the Project or any part thereof Mortgaged Property together with the books, papers, and to carry on the business accounts of the BorrowerBuffalo China pertaining thereto, and to borrow money required for hold, operate and manage the maintenancesame, preservation and from time to time to make all needed repairs and improvements as Mortgagee shall deem wise; and, if Mortgagee deems it necessary or protection desirable, to complete construction and equipping of any Improvements and in the Project course of such construction or equipping to make such changes to the same as it may deem desirable; and Mortgagee may sell the Mortgaged Property or any part thereof, and to further charge or institute proceedings for the Project in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease complete or otherwise dispose partial foreclosure of the whole lien of this Mortgage on the Mortgaged Property, or lease the Premises or any part thereof in the name and for the account of Mortgagor or Mortgagee and collect, receive and sequester the rents, revenues, earnings, income, products and profits therefrom, and out of the Project on such terms same and conditions and in such manner as he shall determine. In exercising any powers, any such receiver other monies received hereunder pay or receivers shall act as agent or agents provide for the Borrower payment of, all proper costs and expenses of taking, holding, leasing, selling and managing the Lender same, including reasonable compensation to Mortgagee, its agents and counsel, and any charges of Mortgagee hereunder, and any taxes and other charges prior to the lien of this Mortgage which Mortgagee may deem it wise to pay. The Receiver shall not also be responsible for his or their actions. b) In additionauthorized to collect from Buffalo China, and Buffalo China agrees to pay, the Lender may enter upon the applicable premises fair rental value of Buffalo China's use and lease or sell the whole or any part or parts occupancy of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private saleMortgaged Property. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may from time to time be exercised independently or in combination. The term "receiver" as used in this letter includes a receiver and manager.

Appears in 2 contracts

Samples: Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD), Mortgage, Assignment of Leases and Rents, and Security Agreement (Oneida LTD)

Appointment of Receiver. a) Upon any default under this Commitment or 7.1.1. After the Security, that is not cured within occurrence and during the time frames set out hereincontinuance of an Event of Default, the Lender Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment appoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPerson, whether an officer or officers or an employee or employees of the Lender Collateral Agent or not, to be a Receiver of Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings place of such Receiver in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowersame manner. Any such receiver Receiver shall be deemed the agent of the Corporation and not of the Collateral Agent for the purpose of (i) carrying on and managing the business and affairs of the Corporation, and (ii) establishing liability for all acts or receivers so appointed omissions of the Receiver while acting as such, and the Collateral Agent shall not be in any way responsible for any acts or omissions on the part of any such Receiver, its officers, employees and agents. The Corporation hereby irrevocably authorizes the Collateral Agent to give instructions to the Receiver relating to the performance of its duties. The Corporation hereby irrevocably waives any right it may have now or in the future under any applicable law, including, without limitation, the PPSA, to make application to a court for the removal, replacement or discharge of the Receiver or for directions on any matter relating to the duties of the Receiver (unless such duties are not being performed in a commercially reasonable manner) or in respect of the Receiver's accounts or remuneration or in respect of any other matter. 7.1.2. Subject to the provisions of the instrument appointing it, any such Receiver shall have the power to take possession of the Project Collateral, to preserve Collateral or its value in such manner as it considers appropriate, to carry on or concur in carrying on all or any part thereof and to carry on of the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, Corporation and to sell, lease or otherwise dispose of the whole or any part concur in selling, leasing or otherwise disposing of the Project Collateral in such manner and on such terms and conditions and in such manner as he shall determineit considers to be commercially reasonable. In exercising any To facilitate the foregoing powers, any such receiver Receiver may enter upon, use and occupy all premises owned or receivers shall act occupied by the Corporation wherein Collateral may be situate to the exclusion of all others to the extent permitted by law, including the Corporation, maintain Collateral upon such premises, borrow money on a secured or unsecured basis, incur reasonable expenses in the exercise of the rights, powers and remedies set out in this Agreement and use Collateral directly in carrying on the Corporation's business or as agent security for loans or agents for advances to enable it to carry on the Borrower and the Lender shall not be responsible for his Corporation's business or their actions. b) otherwise, as such Receiver shall, in its discretion, determine. In addition, the Lender may enter upon Receiver shall have the applicable premises following rights, powers and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Projectremedies: i. as 7.1.2.1. to make payments to Persons having prior rights or Liens on properties on which the Corporation may hold a whole Lien and to Persons having prior rights or in various units; ii. by a public sale or call for tenders by advertising such saleLiens on the Collateral; and iii7.1.2.2. by private saleto demand, commence, continue or defend proceedings in the name of the Collateral Agent or of the Receiver or in the name of the Corporation for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral and to give effectual receipts and discharges therefor. c) Any such sale shall 7.1.3. Except as may be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to directed by the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCollateral Agent, but any one or more of such remedies may all Proceeds received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust, or as agent in combinationthe Province of Quebec, for and paid over to the Collateral Agent. The term "receiver" as used Every such Receiver may, in this letter includes a receiver the discretion of the Collateral Agent, be vested with all or any of the rights and managerpowers of the Collateral Agent.

Appears in 2 contracts

Samples: General Security Agreement (Hockey Co), General Security Agreement (Hockey Co)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Administrative Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Administrative Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a "Receiver," which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Administrative Agent or receivers so appointed any of the Lenders, and neither the Administrative Agent nor any Lender shall be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor's business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor's business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAgent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Administrative Agent. Every such Receiver may, in the discretion of the Administrative Agent, be vested with all or in combination. any of the rights and powers of the Administrative Agent. (i) The term "receiver" as used in Administrative Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.6(b).

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Appleton Papers Inc/Wi)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Administrative Agent (at the direction of the Required Lenders) may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Administrative Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver,” which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Administrative Agent or receivers so appointed any other Secured Party, and none of the Administrative Agent or any other Secured Party shall be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor’s business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor’s business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAgent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Administrative Agent. Every such Receiver may, in the discretion of the Administrative Agent, be vested with all or in combination. any of the rights and powers of the Administrative Agent. (i) The term "receiver" as used in Administrative Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.6(b).

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Paperweight Development Corp)

Appointment of Receiver. a) 7.1.1 Upon any default under this Commitment or the Security, that is occurrence of an Event of Default which has not cured within been waived in writing by the time frames set out hereinInvestor, the Lender Investor may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment appoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPerson, whether an officer or officers or an employee or employees of the Lender Investor or not, to be a Receiver of Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings place of such Receiver in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowersame manner. Any such receiver Receiver shall be deemed the agent of the Company and not of the Investor for the purpose of (i) carrying on and managing the business and affairs of the Company, and (ii) establishing liability for all acts or receivers so appointed omissions of the Receiver while acting as such, and the Investor shall not be in any way responsible for any acts or omissions on the part of any such Receiver, its officers, employees and agents. The Company hereby irrevocably authorizes the Investor to give instructions to the Receiver relating to the performance of its duties. The Company hereby irrevocably waives any right it may have now or in the future under any applicable law, including, without limitation, the PPSA, to make application to a court for the removal, replacement or discharge of the Receiver or for directions on any matter relating to the duties of the Receiver (unless such duties are not being performed in a commercially reasonable manner) or in respect of the Receiver's accounts or remuneration or in respect of any other matter. 7.1.2 Subject to the provisions of the instrument appointing it, any such Receiver shall have the power to take possession of the Project Collateral, to preserve Collateral or its value in such manner as it considers appropriate, to carry on or concur in carrying on all or any part thereof and to carry on of the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, Company and to sell, lease or otherwise dispose of the whole or any part concur in selling, leasing or otherwise disposing of the Project Collateral in such manner and on such terms and conditions and in such manner as he shall determineit considers to be commercially reasonable. In exercising any To facilitate the foregoing powers, any such receiver Receiver may enter upon, use and occupy all premises owned or receivers shall act occupied by the Company wherein Collateral may be situate to the exclusion of all others to the extent permitted by law, including the Company, maintain Collateral upon such premises, borrow money on a secured or unsecured basis, incur reasonable expenses in the exercise of the rights, powers and remedies set out in this Agreement and use Collateral directly in carrying on the Company's business or as agent security for loans or agents for advances to enable it to carry on the Borrower and the Lender shall not be responsible for his Company's business or their actions. b) otherwise, as such Receiver shall, in its discretion, determine. In addition, the Lender may enter upon Receiver shall have the applicable premises following rights, powers and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Projectremedies: i. as 7.1.2.1 to make payments to Persons having prior rights or Liens on properties on which the Company may hold a whole Lien and to Persons having prior rights or in various units; ii. by a public sale or call for tenders by advertising such saleLiens on the Collateral; and iii. by private sale7.1.2.2 to demand, commence, continue or defend proceedings in the name of the Investor or of the Receiver or in the name of the Company for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral and to give effectual receipts and discharges therefor. c) Any such sale shall 7.1.3 Except as may be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to directed by the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyInvestor, but any one or more of such remedies may all Proceeds received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust, or as agent in combinationthe Province of Quebec, for and paid over to the Investor. The term "receiver" as used Every such Receiver may, in this letter includes a receiver the discretion of the Investor, be vested with all or any of the rights and managerpowers of the Investor.

Appears in 2 contracts

Samples: Subscription Agreement (Lorus Therapeutics Inc), General Security Agreement (Lorus Therapeutics Inc)

Appointment of Receiver. (a) Upon any default under this Commitment or the Security, that is not cured within the time frames set out hereinoccurrence of an Event of Default, the Lender Secured Party may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment appoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPerson, whether an officer or officers or an employee or employees of the Lender Secured Party or not, to be a Receiver of the Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings place of such Receiver in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowersame manner. Any such receiver Receiver shall be deemed the agent of the Debtor and not of the Secured Party for the purpose of (i) carrying on and managing the business and affairs of the Debtor, and(ii) establishing liability for all acts or receivers so appointed omissions of the Receiver while acting as such, and the Secured Party shall not be in any way responsible for any acts or omissions on the part of any such Receiver, its officers, employees and agents. The Debtor hereby irrevocably authorizes the Secured Party to give instructions to the Receiver relating to the performance of its duties. The Debtor hereby irrevocably waives any right it may have now or in the future under any applicable law, including, without limitation, the PPSA, to make application to a court for the removal, replacement or discharge of the Receiver or for directions on any matter relating to the duties of the Receiver (unless such duties are not being performed in a commercially reasonable manner) or in respect of the Receiver's accounts or remuneration or in respect of any other matter. (b) Subject to the provisions of the instrument appointing it, any such Receiver shall have the power to take possession of the Project Collateral, to preserve the Collateral or its value in such manner as it considers appropriate, to carry on or concur in carrying on all or any part thereof and to carry on of the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, Debtor and to sell, lease or otherwise dispose of the whole or any part concur in selling, leasing or otherwise disposing of the Project Collateral in such manner and on such terms and conditions and in such manner as he shall determineit considers to be commercially reasonable. In exercising any To facilitate the foregoing powers, any such receiver Receiver may enter upon, use and occupy all premises owned or receivers shall act occupied by the Debtor wherein the Collateral may be situate to the exclusion of all others to the extent permitted by law, including the Debtor, maintain the Collateral upon such premises, borrow money on a secured or unsecured basis, incur reasonable expenses in exercise of the rights, powers and remedies set out in this Agreement and use the Collateral directly in carrying on the Debtor's business or as agent security for loans or agents for advances to enable it to carry on the Borrower and the Lender shall not be responsible for his Debtor's business or their actions. b) otherwise, as such Receiver shall, in its discretion, determine. In addition, the Lender may enter upon Receiver shall have the applicable premises following rights, powers and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Projectremedies: i. as (1) to make payments to Persons having prior rights or Liens on properties on which the Debtor may hold a whole Lien and to Persons having prior rights or in various units; ii. by a public sale or call for tenders by advertising such saleLiens on the Collateral; and iii. by private sale(2) to demand, commence, continue or defend proceedings in the name of the Secured Party or of the Receiver or in the name of the Debtor for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral and to give effectual receipts and discharges therefor. (c) Any such sale shall Except as may be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to directed by the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedySecured Party, but any one or more of such remedies may all Proceeds received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and paid over to the Secured Party. Every such Receiver may, in the discretion of the Secured Party, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the Secured Party.

Appears in 2 contracts

Samples: General Security Agreement (Global Entertainment Holdings, Inc.), General Security Agreement (Global Entertainment Holdings, Inc.)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment Event of Default, Agent may appoint or the Security, that is not cured within the time frames set out herein, the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not Agent or receivers so appointed any of the Lenders, and neither Agent nor any Lender shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor’s business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor’s business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyotherwise directed by Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or in combination. The term "receiver" as used in any of the rights and powers of Agent. (i) Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.1(b).

Appears in 1 contract

Samples: Canadian Revolving Guarantee and Security Agreement (Signature Group Holdings, Inc.)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Canadian Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Canadian Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Canadian Agent or receivers so appointed any of Lenders, and neither the Canadian Agent nor any Lender shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor’s business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor’s business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCanadian Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Canadian Agent. Every such Receiver may, in the discretion of the Canadian Agent, be vested with all or in combination. any of the rights and powers of the Canadian Agent. (i) The term "receiver" as used in Canadian Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.1(b).

Appears in 1 contract

Samples: Guarantee and Security Agreement (Thermon Group Holdings, Inc.)

Appointment of Receiver. a) Upon any default under this Commitment or the Security, that is not cured within the time frames set out hereinIf an Event of Default shall have occurred and be continuing, the Lender Canadian Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender a Canadian Grantor or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and the Lender manager) of such Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, to the extent permitted by applicable law, so far as concerns responsibility for his/her/its acts, be deemed the agent of the Canadian Grantor and not of the Collateral Agent, and the Collateral Agent shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it, any such Receiver shall (i) have such powers as have been granted to the Collateral Agent under this Section 7, and (ii) shall be entitled to exercise such powers at any time that such powers would otherwise be exercisable by the Collateral Agent under this Section 7, which powers shall include the power to take possession of the Project Collateral, to preserve the Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of Canadian Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of the Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including the Canadian Grantor, enter upon, use and occupy all premises owned or occupied by the Canadian Grantor wherein the Collateral may be situate, maintain the Collateral upon such premises, borrow money on a secured or unsecured basis and use the Collateral directly in carrying on the Canadian Grantor’s business or as security for loans or advances to enable the Receiver to carry on the Canadian Grantor’s business or otherwise, as such Receiver shall, in its sole discretion reasonable discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCanadian Collateral Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Canadian Collateral Agent, and any surplus shall be applied in accordance with applicable law. Every such Receiver may, in the discretion of the Canadian Collateral Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the Canadian Collateral Agent.

Appears in 1 contract

Samples: Pledge and Security Agreement (Progress Rail Services, Inc.)

Appointment of Receiver. a) Upon any default In addition to all other rights and remedies granted to it under this Commitment or the Security, that is not cured within the time frames set out hereinSecurity Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be writing, any person or persons, whether an officer or officers or an employee or employees of the Lender or not, to be a receiver or receivers (hereinafter called a "RECEIVER", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for its acts, be deemed the agent of Grantor and not of Lender, and Lender shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver, its servants, agents or employees. Subject to the provisions of the instrument appointing it, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including Grantor, enter upon, use and occupy all premises owned or occupied by Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on Grantor's business or as security for loans or advances to enable the Receiver to carry on Grantor's business or otherwise, as such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyotherwise directed by Lender, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and paid over to Lender. Every such Receiver may, in the discretion of Lender, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of Lender.

Appears in 1 contract

Samples: Security Agreement (Sweetheart Holdings Inc \De\)

Appointment of Receiver. a) Upon the occurrence of and during the continuance of any default under this Commitment Event of Default, Agent may appoint or the Security, that is not cured within the time frames set out herein, the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a "RECEIVER", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of Grantor and not Agent or receivers so appointed any of Lenders, and neither Agent nor any of Lenders shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including Grantor, enter upon, use and occupy all premises owned or occupied by Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on Grantor's business or as security for loans or advances to enable the Receiver to carry on Grantor's business or otherwise, as such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyotherwise directed by Agent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of Agent.

Appears in 1 contract

Samples: Security Agreement (Baldwin Piano & Organ Co /De/)

Appointment of Receiver. a) 6.3.1 Upon any default under this Commitment or the Securityoccurrence of an Event of Default, that is not cured within the time frames set out herein, the Lender Deluxe may proceed apply to realize the security hereby constituted and to enforce its rights by entry; or by a court for the appointment of a Receiver to take possession of all or such part of the Collateral as Deluxe shall designate, with such duties, powers and obligations as the court making the appointment shall confer; 6.3.2 Upon the occurrence of an Event of Default, Deluxe may appoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPerson, whether an officer or officers or an employee or employees of the Lender Deluxe or not, to be a Receiver of Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings place of such Receiver in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowersame manner. Any such receiver Receiver shall be deemed the agent of the Corporation and not of Deluxe, to the extent permitted by applicable law, for the purpose of (i) carrying on and managing the business and affairs of the Corporation for the purpose of completing, processing or receivers so appointed otherwise dealing with Collateral, and (ii) establishing liability for all acts or omissions of the Receiver while acting as such, and Deluxe shall not be in any way responsible for any acts or omissions on the part of any such Receiver, its officers, employees and agents. 6.3.2.1 Subject to the provisions of the instrument appointing it, any such Receiver shall have the power to take possession of the Project Collateral, to preserve Collateral or its value in such manner as it considers appropriate, to carry on or concur in carrying on all or any part thereof and to carry on of the business of the Borrower, and to borrow money required Corporation for the maintenancepurpose of completing, preservation processing or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, otherwise dealing with Collateral and to sell, lease or otherwise dispose of the whole or any part concur in selling, leasing or otherwise disposing of the Project Collateral in such manner and on such terms and conditions and in such manner as he shall determineit considers to be commercially reasonable. In exercising any To facilitate the foregoing powers, any such receiver Receiver may enter upon, use and occupy all premises owned or receivers shall act occupied by the Corporation wherein Collateral may be situate to the exclusion of all others to the extent permitted by law, including the Corporation, maintain Collateral upon such premises, borrow money on a secured or unsecured basis, incur reasonable expenses in the exercise of the rights, powers and remedies set out in this Agreement and use Collateral directly in carrying on the Corporation's business to the extent permitted herein, or as agent security for loans or agents for advances to enable it to carry on the Borrower and Corporation's business to the Lender shall not be responsible for his extent permitted herein, or their actions. b) otherwise, as such Receiver shall, in its discretion, determine. In addition, the Lender may enter upon Receiver shall have the applicable premises following rights, powers and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Projectremedies: i. as a whole 6.3.2.2 to make payments to Persons having prior rights or in various units; ii. by a public sale or call for tenders by advertising such saleLiens on Collateral; and iii. by private sale6.3.2.3 to demand, commence, continue or defend proceedings in the name of Deluxe or of the Receiver or in the name of the Corporation for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of Collateral and to give effectual receipts and discharges therefor. c) Any such sale shall 6.3.2.4 Except as may be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedydirected by Deluxe, but any one or more of such remedies may all Proceeds received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust, or as agent in combinationthe Province of Quebec, for and paid over to Deluxe. The term "receiver" as used Every such Receiver may, in this letter includes a receiver the discretion of Deluxe, be vested with all or any of the rights and managerpowers of Deluxe.

Appears in 1 contract

Samples: Inventory Security Agreement (Visual Bible International Inc)

Appointment of Receiver. a) Upon any default under this Commitment If a Default Notice has been delivered and has not been rescinded or the Security, that is not cured within the time frames set out hereinrevoked, the Lender Administrative Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender such Grantor or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and manager) of the Lender Collateral of such Grantor (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, to the extent permitted by applicable law, so far as concerns responsibility for its acts, be deemed the agent of such Grantor and not of the Administrative Agent, and the Administrative Agent shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver or its servants, agents or employees. Subject to the provisions of the instrument appointing a Receiver, any such Receiver shall (i) have such powers as have been granted to the Administrative Agent under this Section 6, and (ii) shall be entitled to exercise such powers at any time that such powers would otherwise be exercisable by the Administrative Agent under this Section 6, which powers shall include the power to take possession of the Project Collateral, to preserve the Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on business of such terms Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of the Collateral. In exercising any To facilitate the foregoing powers, any such receiver Receiver may, to the exclusion of all others, including such Grantor, enter upon, use and occupy all premises owned or receivers shall act as agent occupied by such Grantor wherein the Collateral may be situated, maintain the Collateral upon such premises, borrow money on a secured or agents for unsecured basis and use the Borrower and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or Collateral directly in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be carrying on such terms and conditions Grantor’s business or as security for loans or advances to credit enable the Receiver to carry on such Grantor’s business or otherwise and otherwise, as to upset or reserve bid or price as to the Lender such Receiver shall, in its sole discretion reasonable discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAdministrative Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and be paid over to the Administrative Agent, and any surplus shall be applied in accordance with Requirements of Law. Every such Receiver may, in the discretion of the Administrative Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the Administrative Agent.

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (Thompson Creek Metals CO Inc.)

Appointment of Receiver. a) Upon the occurrence of and during the continuance of any default under this Commitment Default or the SecurityEvent of Default, that is not cured within the time frames set out herein, the Lender Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Agent or not, to be a receiver or receivers (hereinafter called a "RECEIVER", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of Grantor and not Agent or receivers so appointed any of Lenders, and neither Agent nor any of Lenders shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including Grantor, enter upon, use and occupy all premises owned or occupied by Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on Grantor's business or as security for loans or advances to enable the Receiver to carry on Grantor's business or otherwise, as such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyotherwise directed by Agent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of Agent.

Appears in 1 contract

Samples: Security Agreement (American Eco Corp)

Appointment of Receiver. (a) Upon any default under this Commitment or the Securityoccurrence of an Event of Default, that is not cured within Agent shall be entitled to the time frames set out herein, the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the immediate appointment by instrument in writing of a receiver for all or receivers part of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsCollateral, whether an officer or officers or employee or employees such receivership is incidental to a proposed sale of the Lender Collateral or nototherwise. In such event, and the Lender Agent may remove any receiver or receivers so appointed and appoint another or others in his or their instead; or by take proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project Collateral or of any part thereof or may, to the extent permitted by Applicable Law, by instrument in writing appoint any Person to be a receiver of the Collateral or of any part thereof and may remove any receiver so appointed by Agent and appoint another in that Person’s stead. Any such receiver appointed by instrument in writing shall, to the extent permitted by Applicable Law, have all of the rights, remedies, benefits and powers of Agent under this Agreement and, without limiting the generality of the foregoing, any such receiver (or Agent) shall have the power to, to the full extent permitted by Applicable Law: (i) take possession of the Collateral or any part thereof; ; (ii) carry on or by concur in carrying on all or any other action, suit, remedy part or proceeding authorized or permitted hereby or by law or by equity; and may parts of the business of the Borrowers relating to the Collateral; (iii) file such proofs of claim and other documents as may be necessary or advisable in order to have its such receiver’s claim lodged in any bankruptcy, winding‐up winding-up or other judicial proceedings relative to the Borrower. Any such receiver Borrowers; (iv) borrow money required for the seizure, repossession, retaking, repair, insurance, maintenance, preservation, protection, collection, preparation for disposition, disposition or receivers so appointed shall have power to take possession realization of the Project Collateral or any part thereof and to carry for the enforcement of this Agreement or for the carrying on of the business of the Borrower, and to borrow money required for Borrowers on the maintenance, preservation or protection security of the Project or any part thereof, and to further charge the Project Collateral in priority to the security constituted by interest created under this Commitment as security for money so borrowed, and to Agreement; and (v) sell, lease or otherwise dispose of of, or concur in the sale, lease or other disposition of, the whole or any part of the Project on such terms and conditions and in such manner as he shall determine. In exercising any powersCollateral at public auction, any such receiver by public tender or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any , lease or other disposition, either for cash or upon credit, at such sale shall be on time and upon such terms and conditions as the receiver may determine. Any such receiver shall for all purposes be deemed to credit or otherwise and as to upset or reserve bid or price as to be the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization agent of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies Borrowers. Agent may from time to time fix a commercially reasonable remuneration of such receiver. Agent shall not in any way be exercised independently responsible for any misconduct or in combinationnegligence of any such receiver. The term "receiver" as used in this letter includes Each Borrower hereby consents to the appointment of any such a receiver and managerwithout bond, to the full extent permitted by Applicable Law.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Sypris Solutions Inc)

Appointment of Receiver. a) Upon the occurrence of and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be writing, any person or persons, whether an officer or officers or an employee or employees of the Lender or not, to be a receiver or receivers (hereinafter called a "Receiver," which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerhis/her stead. Any such receiver Receiver shall, so far as concerns responsibility for his/her acts, be deemed the agent of the Borrower and not of the Lender and the Lender shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver, his/her servants, agents or employees. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the Borrower and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver Receiver may, to the exclusion of all others, to the extent permitted by law (provided that any limitations under applicable law shall only apply to the extent that they may not be waived or receivers shall act as agent otherwise varied), including the Borrower, enter upon, use and occupy all premises owned or agents for occupied by the Borrower wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on the Lender shall not be responsible Borrower's business or as security for his loans or their actions. b) In additionadvances to enable the Receiver to carry on Borrower's business or otherwise, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyLender, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her appointment shall be exercised independently received in trust for and paid over to the Lender. Every such Receiver may, in the discretion of the Lender, be vested with all or any of the rights and powers of the Lender. This Section 3.9 shall only apply to the Collateral of Hespeler Hockey Company located in combination. The term "receiver" as used in this letter includes a receiver and managerCanada.

Appears in 1 contract

Samples: Credit and Security Agreement (First Team Sports Inc)

Appointment of Receiver. (a) Upon any default under this Commitment Following the Demand Date or upon the Security, that is not cured within the time frames set out hereinoccurrence of an Event of Default, the Lender Secured Party may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment appoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPerson, whether an officer or officers or an employee or employees of the Lender Secured Party or not, to be a Receiver of Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings place of such Receiver in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowersame manner. Any such receiver Receiver shall be deemed the agent of the Debtor and not of the Secured Party for the purposes of (i) carrying on and managing the business and affairs of the Debtor, and (ii) establishing liability for all acts or receivers so appointed omissions of the Receiver while acting as such, and the Secured Party shall not be in any way responsible for any acts or omissions on the part of any such Receiver, its officers, employees and agents. The Debtor hereby irrevocably authorizes the Secured Party to give instructions to the Receiver relating to the performance of its duties. The Debtor hereby irrevocably waives any right it may have now or in the future under any Applicable Law, including, without limitation, the PPSA, to make application to a court for the removal, replacement or discharge of the Receiver or for directions on any matter relating to the duties of the Receiver (unless such duties are not being performed in accordance with Applicable Law or in respect of the Receiver's accounts or remuneration or in respect of any other matter. (b) Subject to the provisions of the instrument appointing it and Applicable Law any such Receiver shall have the power to take possession of the Project Collateral, to preserve Collateral or its value in such manner as it considers appropriate, to carry on or concur in carrying on all or any part thereof and to carry on of the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, Debtor and to sell, lease or otherwise dispose of the whole or any part concur in selling, leasing or otherwise disposing of the Project Collateral in such manner and on such terms and conditions and in such manner as he shall determineit considers to be appropriate. In exercising any To facilitate the foregoing powers, any such receiver Receiver may enter upon, use and occupy all premises owned or receivers shall act occupied by the Debtor wherein Collateral may be situate to the exclusion of all others to the extent permitted by law, including the Debtor, maintain Collateral upon such premises, borrow money on a secured or unsecured basis, incur reasonable expenses in the exercise of the rights, powers and remedies set out in this Agreement and use Collateral directly in carrying on the Debtor's business or as agent security for loans or agents for advances to enable it to carry on the Borrower and the Lender shall not be responsible for his Debtor's business or their actions. b) otherwise, as such Receiver shall, in its discretion, determine. In addition, the Lender may enter upon Receiver shall have the applicable premises following rights, powers and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Projectremedies: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may from time to time be exercised independently or in combination. The term "receiver" as used in this letter includes a receiver and manager.

Appears in 1 contract

Samples: Credit Agreement (MDC Partners Inc)

Appointment of Receiver. a) 6.3.1 Upon any default under this Commitment or the Securityoccurrence of an Event of Default, that is not cured within the time frames set out herein, the Lender Deluxe may proceed apply to realize the security hereby constituted and to enforce its rights by entry; or by a court for the appointment of a Receiver to take possession of all or such part of the Collateral as Deluxe shall designate, with such duties, powers and obligations as the court making the appointment shall confer; 6.3.2 Upon the occurrence of an Event of Default, Deluxe may appoint by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPerson, whether an officer or officers or an employee or employees of the Lender Deluxe or not, to be a Receiver of Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings place of such Receiver in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowersame manner. Any such receiver Receiver shall be deemed the agent of the Corporation and not of Deluxe, to the extent permitted by applicable law, for the purpose of (i) carrying on and managing the business and affairs of the Corporation for the purpose of completing, processing or receivers so appointed otherwise dealing with Collateral, and (ii) establishing liability for all acts or omissions of the Receiver while acting as such, and Deluxe shall not be in any way responsible for any acts or omissions on the part of any such Receiver, its officers, employees and agents; 6.3.2.1 Subject to the provisions of the instrument appointing it, any such Receiver shall have the power to take possession of the Project Collateral, to preserve Collateral or its value in such manner as it considers appropriate, to carry on or concur in carrying on all or any part thereof and to carry on of the business of the Borrower, and to borrow money required Corporation for the maintenancepurpose of completing, preservation processing or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, otherwise dealing with Collateral and to sell, lease or otherwise dispose of the whole or any part concur in selling, leasing or otherwise disposing of the Project Collateral in such manner and on such terms and conditions and in such manner as he shall determineit considers to be commercially reasonable. In exercising any To facilitate the foregoing powers, any such receiver Receiver may enter upon, use and occupy all premises owned or receivers shall act occupied by the Corporation wherein Collateral may be situate to the exclusion of all others to the extent permitted by law, including the Corporation, maintain Collateral upon such premises, borrow money on a secured or unsecured basis, incur reasonable expenses in the exercise of the rights, powers and remedies set out in this Agreement and use Collateral directly in carrying on the Corporation's business to the extent permitted herein, or as agent security for loans or agents for advances to enable it to carry on the Borrower and Corporation's business to the Lender shall not be responsible for his extent permitted herein, or their actions. b) otherwise, as such Receiver shall, in its discretion, determine. In addition, the Lender may enter upon Receiver shall have the applicable premises following rights, powers and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Projectremedies: i. as a whole 6.3.2.1.1 to make payments to Persons having prior rights or in various units; ii. by a public sale or call for tenders by advertising such saleLiens on Collateral; and iii. by private sale. c) Any such sale shall be on such terms and conditions as 6.3.2.1.2 to credit demand, commence, continue or otherwise and as to upset defend proceedings in the name of Deluxe or reserve bid of the Receiver or price as to in the Lender in its sole discretion may seem advantageous and such sale may take place whether or not name of the Lender has taken possession of such property and assets. d) No remedy Corporation for the realization purpose of the security hereof protecting, seizing, collecting, realizing or for the enforcement obtaining possession or payment of the rights of the Lender shall Collateral and to give effectual receipts and discharges therefor; 6.3.2.2 Except as may be exclusive of or dependent on any other such remedyotherwise directed by Deluxe, but any one or more of such remedies may all Proceeds received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust, or as agent in combinationthe Province of Quebec, for and paid over to Deluxe. The term "receiver" as used Every such Receiver may, in this letter includes a receiver the discretion of Deluxe, be vested with all or any of the rights and managerpowers of Deluxe.

Appears in 1 contract

Samples: Security Agreement (Visual Bible International Inc)

Appointment of Receiver. a) Upon A. Subject to the observance of such restrictions as may be imposed by Section 69A of the Transfer of Property Act, 1882, or any default under this Commitment or the Security, that is not cured within the time frames set out hereinother applicable statutory provisions, the Lender may proceed to realize Security Trustee at any time after the security Security hereby constituted and to enforce its rights shall have become enforceable may by entry; or by the appointment by instrument in writing of a receiver or receivers appoint as Receiver of the subject matter of such security Mortgaged Properties or any part thereof one or more Persons, entities or any Authorised Officer(s) of such Person (“Receiver”) and such receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Lender or not, and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his stead. (a) Appointment of any Receiver may be made either before or their instead; after the Security Trustee shall have entered into or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale taken possession of the Project Mortgaged Properties; (b) Such Receiver may, from time to time, be invested with such of the rights, powers, authorities and discretions exercisable by the Security Trustee set forth herein or under Applicable Law or as the Security Trustee may think expedient including the following rights, powers and authorities: (i) to enter upon or take possession of, collect, and get in all or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; of the Mortgaged Properties and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrower. Any such receiver or receivers so appointed shall have power for that purpose to take possession any proceedings and enforce any order or judgement in the name of the Project Borrower or any part thereof and otherwise as the Receiver shall consider fit; (ii) to manage or carry on or concur in carrying on the business of the BorrowerBorrower (including, without limitation, the management and to borrow money required for operation of the maintenance, preservation or protection Rupee Facility and/or the performance of the Project Documents and the Clearances) as the Receiver shall consider fit, in each case, without being responsible or liable for any loss or damage caused by the negligence or wilful default of the Receiver; (iii) to make any arrangement or compromise between the Borrower and any other Person or pay any compensation or incur any obligation which the Security Trustee or the Receiver shall consider fit; (iv) for the purpose of exercising any of the powers, authorities and discretions conferred on it by this Indenture and/or defraying any costs or expenses which may be incurred by it in the exercise thereof or for any other purpose, to borrow moneys on the security of the Mortgaged Properties on such terms (with or without security) as the Receiver or the Security Trustee shall consider fit and so that, with the prior written consent of the Security Trustee, any such security may be or include a charge on the whole or any part of the Mortgaged Properties ranking wholly or partly in priority to or pari passu with the security created hereunder; (v) to make calls, conditionally or unconditionally, on the shareholders in respect of uncalled capital committed under the Transaction Documents; (vi) to assign, sell, lease, license, grant options to sell, deal with or manage or concur in assigning, selling, leasing, licensing, granting options to sell, dealing with or managing and to vary, terminate or accept surrenders of leases, licenses or tenancies of or otherwise dispose of any part of the Mortgaged Properties in such manner and generally on such terms and conditions as the Security Trustee or the Receiver shall consider fit and to carry any such transactions into effect in the name of and on behalf of the Borrower or otherwise; (vii) to make, effect and do all maintenance, repairs, developments, reconstructions, improvements, furnishings, equipment, insurances, alterations or additions to or in respect of the Mortgaged Properties and maintain, renew, take out or increase insurances in the interest of the Security Trustee for maintaining the value of the Mortgaged Properties, in every such case as the Security Trustee or the Receiver shall consider fit; (viii) to obtain all clearances, planning consents and permissions, building regulations, approvals and any other consents or licenses necessary or appropriate to carry out any of the matters referred to in this Indenture or otherwise as the Security Trustee or Receiver shall consider fit; (ix) to redeem any prior encumbrance and settle and pass the accounts of the encumbrances so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Borrower and the money so paid shall be deemed to be an expense properly incurred by the Receiver; (x) 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 relating in any way to the Mortgaged Properties or any part thereof; (xi) to bring, prosecute, enforce, defend and to further charge the Project discontinue all such actions and proceedings in priority relation to the security constituted by this Commitment Mortgaged Properties or any part thereof as security for money so borrowed, and the Receiver shall consider fit; (xii) to sell, lease or otherwise dispose of the whole all or any part of Second Mortgaged Properties including plant, machinery or other fixtures (whether situate on the Project on Mortgaged Properties or otherwise); (xiii) to implement or continue the development of (and obtain all clearances and other consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the Mortgaged Properties and do all acts and things incidental thereto; (xiv) to do all such terms things and conditions take all such actions as may be required in order to ensure the continued safe, efficient and economic operation of Project; (xv) to insure and keep insured the property and assets of an insurable nature comprised in the Mortgaged Properties against loss or damage by such risks and contingencies in such manner and in all respects as he shall determine. In exercising set out in the Security Trustee Agreement, and to maintain, renew or increase any powersinsurance or insurances in respect of such property or assets; (xvi) to promote the formation of companies with a view to purchasing all or any of the undertaking, any such receiver or receivers shall act as agent or agents for property, assets and rights of the Borrower or otherwise; (xvii) to do all such other acts and things (including, without limitations, signing and executing all documents and deeds) as may be considered by the Lender shall not Security Trustee or Receiver to be responsible for his incidental or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or conducive to any part or parts of the Project. The Borrower agrees matters or powers aforesaid or otherwise incidental or conducive to the preservation, improvement or realisation of the Mortgaged Properties; (xviii) to exercise all such other power and authority as the Security Trustee shall consider fit to confer and so that it will be commercially reasonable the Security Trustee may in relation to sell such part of the Project: i. Mortgaged Properties as a whole or in various units; ii. by a public sale or call for tenders by advertising such saleis the subject of the security expressed to be created hereunder confer any powers and authorities which it could give if it were an absolute beneficial owner thereof; and iii. (xix) in the exercise of any of the above powers, to expend such sums as the Receiver may think fit and the Borrower shall forthwith on demand repay to the Receiver all sums so expended together with all applicable Further Interest and Liquidated Damages and other applicable interest and charges, from time to time, and until such repayment, such sums, together with such interest, shall be secured by private salethis Indenture. (c) Any Unless otherwise directed by the Security Trustee such sale Receiver may exercise all the rights, powers, authorities and discretion’s herein or by Applicable Law vested in the Security Trustee; (d) Such Receiver shall be on such terms exercise its powers, authorities and conditions as discretion from time to credit or otherwise time in accordance with instructions made and as to upset or reserve bid or price as given by the Security Trustee; (e) Subject to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession provisions of such property and assets. d) No remedy for the realization Section 69A of the security hereof or for Transfer of Property Act, 1882, the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies Security Trustee may from time to time fix the remuneration of such Receiver and may direct payment thereof out of the Mortgaged Properties; (f) The Security Trustee from time to time and at any time, may require any such Receiver to give security for the due performance of its duties as such Receiver, and may fix the nature and amount of security to be exercised independently so given, but the Security Trustee shall not be bound in any case to require any such security; (g) The Security Trustee shall be in no way responsible for any misconduct, misfeasance, malfeasance or negligence on the part of any such Receiver and shall not in any way be liable for or in combination. respect of any debts or other liabilities incurred by any such Receiver whether the Borrower shall or shall not be in liquidation; (h) All the powers, provisions and trusts contained in Section 69A of the Transfer of Property Act, 1882, shall apply to the Receiver appointed under this Section; (i) Every Receiver appointed under the provisions hereof shall be deemed to be the agent of the Borrower and the Borrower shall be solely responsible for such Receiver’s acts and defaults and for his remuneration; and (j) The term "receiver" as used Receiver shall, in this letter includes a receiver the exercise of the Receiver’s powers, authorities and managerdiscretions, conform to the instructions, directions and regulations from time to time given or made by the Security Trustee.

Appears in 1 contract

Samples: Indenture of Mortgage

Appointment of Receiver. a) Upon any default under this Commitment or the Security, that is not cured within the time frames set out hereinIf an Event of Default shall occur and be continuing, the Lender CDN Administrative Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment by instrument in writing of a receiver reappoint any person, persons, or receivers entity, whether officer(s), employee(s) or agent(s) of the subject matter CDN Administrative Agent, to be a receiver, receiver-manager or receiver and manager (each, a "Receiver") of such security all or any part thereof and such receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Lender or not, Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another in its stead. Any Receiver shall, to the extent permitted by applicable law, so far as concerns responsibility for its acts, be deemed to be the agent of the Grantors and not an agent of the CDN Administrative Agent, the Administrative Agent or others in his or their instead; or by proceedings any CDN Lender. Neither the CDN Administrative Agent, the Administrative Agent nor any CDN Lender shall be in any court way responsible for any misconduct, negligence or nonfeasance on the part of competent jurisdiction for such Receiver or its servants, agents or employees. Subject to the appointment of a receiver or receivers or for sale provisions of the Project or instrument appointing it, any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; Receiver shall have all of the powers and may file such proofs of claim and other documents rights as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative been granted to the BorrowerCDN Administrative Agent under this Section 6 or as otherwise provided by law. Any such receiver or receivers so appointed shall have power to take possession of To facilitate the Project or any part thereof and to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole or any part of the Project on such terms and conditions and in such manner as he shall determine. In exercising any foregoing powers, any such receiver Receiver may, to the exclusion of all others, enter upon, use and occupy all premises owned or receivers shall act as agent occupied by any Grantors wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or agents for the Borrower an unsecured basis and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or use Collateral directly in carrying on any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit Grantor's business or otherwise and as to upset or reserve bid or price as to the Lender such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCDN Administrative Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out its appointment shall be exercised independently or received in combination. The term "receiver" as used in this letter includes a receiver trust for and managerbe paid over to the CDN Administrative Agent.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Cogent Management Inc)

Appointment of Receiver. a) Upon the occurrence of and during the ----------------------- continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Canadian Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender such Collateral Agent or not, to be a receiver or receivers (hereinafter called a "Receiver", which term when used -------- herein shall include a receiver and the Lender manager) of any Collateral of any Canadian Grantor (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Canadian Grantor and not such Collateral Agent or receivers so appointed any other Secured Party, and neither such Collateral Agent nor any other Secured Party shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing any Receiver, such Receiver shall have power to take possession of the Project Collateral of any Canadian Grantor, to preserve such Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on business of the applicable Canadian Grantor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of such terms and conditions and in such manner as he shall determineCollateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Canadian Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Canadian Grantor wherein such Collateral may be situate, maintain such Collateral upon such premises, borrow money on a secured or unsecured basis and lease use such Collateral directly in carrying on the applicable Canadian Grantor's business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Canadian Grantor's business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCanadian Collateral Agent, but any one or more of such remedies may all money received from time to time by any Receiver in carrying out such Receiver's appointment shall be exercised independently received in trust for and paid over to the Canadian Collateral Agent. Every Receiver may, in the discretion of the Canadian Collateral Agent, be vested with all or in combinationany of the rights and powers of such Collateral Agent. The term "receiver" as used in Upon and during the continuance of an Event of Default, the Canadian Collateral Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection.

Appears in 1 contract

Samples: Credit Agreement (Unisource Worldwide Inc)

Appointment of Receiver. a) Upon any default under this Commitment or the Security, that is not cured within occurrence and during the time frames set out hereincontinuance of an Event of Default, the Lender Administrative Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender such Grantor or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and manager) of the Lender Collateral of such Grantor (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, to the extent permitted by applicable law, so far as concerns responsibility for its acts, be deemed the agent of such Grantor and not of the Administrative Agent, and the Administrative Agent shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver or its servants, agents or employees. Subject to the provisions of the instrument appointing a Receiver, any such Receiver shall (i) have such powers as have been granted to the Administrative Agent under this Section 6, and (ii) shall be entitled to exercise such powers at any time that such powers would otherwise be exercisable by the Administrative Agent under this Section 6, which powers shall include the power to take possession of the Project Collateral, to preserve the Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on business of such terms Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of the Collateral. In exercising any To facilitate the foregoing powers, any such receiver Receiver may, to the exclusion of all others, including such Grantor, enter upon, use and occupy all premises owned or receivers shall act as agent occupied by such Grantor wherein the Collateral may be situated, maintain the Collateral upon such premises, borrow money on a secured or agents for unsecured basis and use the Borrower and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or Collateral directly in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be carrying on such terms and conditions Grantor’s business or as security for loans or advances to credit enable the Receiver to carry on such Grantor’s business or otherwise and otherwise, as to upset or reserve bid or price as to the Lender such Receiver shall, in its sole discretion reasonable discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAdministrative Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and be paid over to the Administrative Agent, and any surplus shall be applied in accordance with Requirements of Law. Every such Receiver may, in the discretion of the Administrative Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Dealertrack Technologies, Inc)

Appointment of Receiver. a) Upon any default under this Commitment or During the Security, that is not cured within the time frames set out hereincontinuance of an Event of Default, the Lender Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint, remove or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender a Grantor or not, and the Lender may remove any to be an interim receiver, receiver or receivers so appointed (hereafter called a “Receiver”, which term when used herein shall include a receiver and appoint another manager) of the Collateral (including any interest, income or others in his or their instead; or profits therefrom). Any such Receiver shall, to the extent permitted by proceedings applicable law, be deemed the agent of each Grantor and not of the Collateral Agent, and the Collateral Agent shall not be in any court way responsible for any misconduct, negligence or non-feasance on the part of competent jurisdiction for any such Receiver or its servants, agents or employees. Subject to the appointment of a receiver or receivers or for sale provisions of the Project instrument appointing it, any such Receiver shall, during the continuance of an Event of Default (i) have such powers as have been granted to the Collateral Agent under this Article VI and the Credit Agreement and (ii) shall be entitled to exercise such powers at any time that such powers would otherwise be exercisable by the Collateral Agent under this Article VI. To facilitate the foregoing powers during the continuance of an Event of Default, any such Receiver may, to the exclusion of all others, including any Grantor, enter upon, use and occupy all premises owned or any part thereof; occupied by such Grantor wherein the Collateral may be situate, maintain the Collateral upon such premises, borrow money on a secured or by any other actionunsecured basis and use the Collateral directly in carrying on such Grantor’s business or as security for loans or advances to enable the Receiver to carry on such Grantor’s business or otherwise, suitas such Receiver shall, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents in its reasonable discretion determine. Except as may be necessary or advisable in order to have its claim lodged in any bankruptcyotherwise directed by the Collateral Agent, winding‐up or other judicial proceedings relative to the Borrower. Any such receiver or receivers so appointed shall have power to take possession of the Project or any part thereof and to carry on the business of the Borrower, and to borrow all money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole or any part of the Project on such terms and conditions and in such manner as he shall determine. In exercising any powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Collateral Agent and any surplus shall be applied in accordance with applicable law. Every such Receiver may, in the discretion of the Collateral Agent, be vested with, in addition to the rights set out herein, all or any of the rights and powers of the Collateral Agent or Administrative Agent as described in combinationthe Credit Agreement, the UCC, the PPSA, the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Bankruptcy and Insolvency Act (Canada). The term "receiver" as used Grantors shall pay all costs, charges and expenses incurred by any Receiver, whether directly or for services rendered (including, without limitation, solicitor’s costs on a solicitor and his own client basis, auditor’s costs, other legal expenses and Receiver remuneration) in enforcing this letter includes a receiver and managerAgreement.

Appears in 1 contract

Samples: Credit Agreement (UTi WORLDWIDE INC)

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Appointment of Receiver. a) Upon any default In addition to all other rights and remedies granted to it under this Commitment or the Security, that is not cured within the time frames set out hereinSecurity Agreement, the Lender Trust Indenture and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Trustee may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Trustee or not, to be a receiver or receivers (hereinafter called a "Receiver", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for its acts, be deemed the agent of the Company and not of Trustee, and Trustee shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver, its servants, agents or employees. Subject to the provisions of the instrument appointing it, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the Company and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including the Company, enter upon, use and occupy all premises owned or occupied by the Company wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on the Company's business or as security for loans or advances to enable the Receiver to carry on the Company's business or otherwise, as such Receiver shall, in its sole discretion, determine. Except as may be otherwise directed by Trustee (in its discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyacting upon a written request set forth in a Debentureholders' Instrument), but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and paid over to Trustee. Every such Receiver may, in the discretion of Trustee, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of Trustee.

Appears in 1 contract

Samples: Security Agreement (Sr Telecom Inc)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Administrative Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Administrative Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver,” which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Administrative Agent, the Revolver Agent or receivers so appointed any other Secured Party, and none of the Administrative Agent, the Revolver Agent or any other Secured Party shall be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor’s business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor’s business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAgent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Administrative Agent. Every such Receiver may, in the discretion of the Administrative Agent, be vested with all or in combination. any of the rights and powers of the Administrative Agent. (i) The term "receiver" as used in Administrative Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.6(b).

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Paperweight Development Corp)

Appointment of Receiver. a) Upon any default under this Commitment or the Security, that is not cured within the time frames set out hereinoccurrence of an Event of Default, the Lender Secured Party may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment appoint by instrument in writing of any Person to be a receiver or receivers Receiver of the subject matter of such security or any part thereof Collateral and such receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Lender or not, and the Lender may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings place of such Receiver in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowersame manner. Any such receiver Receiver shall be deemed to be the agent of the Debtor and not of the Secured Party for the purpose of (i) carrying on and managing the business and affairs of the Debtor, and (ii) establishing liability for all acts or receivers so appointed omissions of the Receiver while acting as such, and the Secured Party shall not be in any way responsible for any acts or omissions on the part of any such Receiver, its officers, employees and agents. The Debtor hereby irrevocably authorizes the Secured Party to give instructions to the Receiver relating to the performance of its duties. Subject to the provisions of the instrument appointing it, any such Receiver shall have the power to take possession of the Project Collateral, to preserve the Collateral or its value in such manner as it considers appropriate, to carry on or concur in carrying on all or any part thereof and to carry on of the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, Debtor and to sell, lease or otherwise dispose of the whole or any part concur in selling, leasing or otherwise disposing of the Project Collateral in such manner and on such terms and conditions and in such manner as he shall determineit considers to be commercially reasonable. In exercising any To facilitate the foregoing powers, any such receiver Receiver may enter upon, use and occupy all premises owned or receivers shall act occupied by the Debtor wherein the Collateral may be situate to the exclusion of all others to the extent permitted by law, including the Debtor, maintain the Collateral upon such premises, borrow Money on a secured or unsecured basis, incur reasonable expenses in exercise of the rights, powers and remedies set out in this Agreement and use the Collateral directly in carrying on the Debtor’s business or as agent security for loans or agents for advances to enable it to carry on the Borrower and the Lender shall not be responsible for his Debtor’s business or their actions. b) otherwise, as such Receiver shall, in its discretion, determine. In addition, the Lender may enter upon Receiver shall have the applicable premises following rights, powers and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Projectremedies: i. as (a) to make payments to Persons having prior rights or Liens on properties on which the Debtor may hold a whole Lien and to Persons having prior rights or in various units; ii. by a public sale or call for tenders by advertising such saleLiens on the Collateral; and iii(b) to demand, commence, continue or defend proceedings in the name of the Secured Party or of the Receiver or in the name of the Debtor for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral and to give effectual receipts and discharges therefor. Except as may be otherwise directed by private sale. c) Any such sale shall be on such terms the Secured Party, and conditions as to credit or otherwise and as to upset or reserve bid or price as subject to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession interests of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedysecured creditors, but any one or more of such remedies may if any, all Proceeds received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and paid over to the Secured Party. Every such Receiver may, in the discretion of the Secured Party be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the Secured Party.

Appears in 1 contract

Samples: General Security Agreement (Astris Energi Inc)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment Event of Default, Agent may appoint or the Security, that is not cured within the time frames set out herein, the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a "Receiver", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not Agent or receivers so appointed any of the Lenders, and neither Agent nor any Lender shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor's business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor's business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyotherwise directed by Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or in combination. The term "receiver" as used in any of the rights and powers of Agent. (i) Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.1(b).

Appears in 1 contract

Samples: Canadian Revolving Guarantee and Security Agreement (Real Industry, Inc.)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Agent or receivers so appointed any of Lenders, and neither the Agent nor any Lender shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and exclusion of all others, including the Lender shall not be responsible for his or their actions. b) In additionGrantor, the Lender may enter upon the applicable premises and lease or sell the whole or any part of them, enter upon, use and occupy all premises owned or parts of occupied by the Project. The Borrower agrees that it will Grantor wherein Collateral may be commercially reasonable situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on any Grantor’s business or as security for loans or advances to sell enable the Receiver to carry on the Grantor’s business or otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAgent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Agent. Every such Receiver may, in the discretion of the Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the Agent.

Appears in 1 contract

Samples: Security Agreement (Securus Technologies, Inc.)

Appointment of Receiver. a) Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Collateral Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver,” which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Collateral Agent or receivers so appointed any other Secured Party, and none of the Collateral Agent or any other Secured Party shall be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver, subject to the terms of the Intercreditor Agreement, shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such business of the applicable Grantor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral. Subject to the terms and conditions and in such manner as he shall determine. In exercising any of the Intercreditor Agreement, to facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor’s business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor’s business or any part or parts otherwise, as such Receiver shall, in its discretion, determine. Subject to the terms of the Project. The Borrower agrees that it will Intercreditor Agreement and except as may be commercially reasonable to sell such part of otherwise directed by the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender in its sole discretion may seem advantageous and such sale may take place whether or not the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAgent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Collateral Agent. Every such Receiver may, in the discretion of the Collateral Agent, be vested with all or in combination. any of the rights and powers of the Collateral Agent. (i) The term "receiver" as used in Collateral Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.6(b).

Appears in 1 contract

Samples: Second Lien Collateral Agreement (Appvion, Inc.)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Administrative Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Administrative Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and manager) of the Lender Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Administrative Agent or receivers so appointed any of the Lenders, and neither the Administrative Agent nor any Lender shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve the Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of the Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein the Collateral may be situate, maintain the Collateral upon such premises, borrow money on a secured or unsecured basis and lease use the Collateral directly in carrying on the applicable Grantor’s business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor’s business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAdministrative Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Administrative Agent. Every such Receiver may, in the discretion of the Administrative Agent, be vested with all or in combination. any of the rights and powers of the Administrative Agent. (a) The term "receiver" as used in Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 5.10.

Appears in 1 contract

Samples: Credit Agreement (BWX Technologies, Inc.)

Appointment of Receiver. a) Upon any default under this Commitment If a Default Notice has been delivered and has not been rescinded or the Security, that is not cured within the time frames set out hereinrevoked, the Lender Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender such Grantor or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and manager) of the Lender Collateral of such Grantor (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, to the extent permitted by applicable law, so far as concerns responsibility for its acts, be deemed the agent of such Grantor and not of the Collateral Agent, and the Collateral Agent shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver or its servants, agents or employees. Subject to the provisions of the instrument appointing a Receiver, any such Receiver shall (i) have such powers as have been granted to the Collateral Agent under this Section 6, and (ii) shall be entitled to exercise such powers at any time that such powers would otherwise be exercisable by the Collateral Agent under this Section 6, which powers shall include the power to take possession of the Project Collateral, to preserve the Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on business of such terms Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of the Collateral. In exercising any To facilitate the foregoing powers, any such receiver Receiver may, to the exclusion of all others, including such Grantor, enter upon, use and occupy all premises owned or receivers shall act as agent occupied by such Grantor wherein the Collateral may be situated, maintain the Collateral upon such premises, borrow money on a secured or agents for unsecured basis and use the Borrower and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or Collateral directly in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be carrying on such terms and conditions Grantor’s business or as security for loans or advances to credit enable the Receiver to carry on such Grantor’s business or otherwise and otherwise, as to upset or reserve bid or price as to the Lender such Receiver shall, in its sole discretion reasonable discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCollateral Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and be paid over to the Collateral Agent, and any surplus shall be applied in accordance with Requirements of Law. Every such Receiver may, in the discretion of the Collateral Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the Collateral Agent.

Appears in 1 contract

Samples: Canadian Collateral Agreement (Thompson Creek Metals CO Inc.)

Appointment of Receiver. a) Upon any default In addition to all other rights and remedies granted to it under this Commitment or the Security, that is not cured within the time frames set out hereinSecurity Agreement, the Lender Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Collateral Agent or not, to be a receiver or receivers (hereinafter called a "Receiver", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for its acts, be deemed the agent of Borrower and not of Collateral Agent, and Collateral Agent shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver, its servants, agents or employees. Subject to the provisions of the instrument appointing it, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of Borrower and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including Borrower, enter upon, use and occupy all premises owned or occupied by Borrower wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on Borrower's business or as security for loans or advances to enable the Receiver to carry on Borrower's business or otherwise, as such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by Collateral Agent (acting on the Lender has taken possession instructions of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyRequisite Lenders), but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and paid over to Collateral Agent for application in accordance with the Credit Agreement. Every such Receiver may, in the discretion of Collateral Agent, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Sr Telecom Inc)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Collateral Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a "Receiver," which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Collateral Agent or receivers so appointed any of the other Secured Parties, and neither the Collateral Agent nor any other Secured Party shall be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise dis posing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor's business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor's business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCollateral Agent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Collateral Agent. Every such Receiver may, in the discretion of the Collateral Agent, be vested with all or in combination. any of the rights and powers of the Collateral Agent. (i) The term "receiver" as used in Collateral Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.6(b).

Appears in 1 contract

Samples: Collateral Agreement (Paperweight Development Corp)

Appointment of Receiver. a) Upon any default In addition to all other rights and remedies granted to it under this Commitment or the Security, that is not cured within the time frames set out hereinSecurity Agreement, the Lender CTR Guarantee and under any other instrument or agreement securing, evidencing or relating to any of the Guaranteed Obligations, if any Event of Default shall have occurred and be continuing, the CTR Lenders may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender CTR Lenders or not, to be a receiver or receivers (hereinafter called a "Receiver", which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for its acts, be deemed the agent of the Company and not of the CTR Lenders, and the CTR Lenders shall not be in any way responsible for any misconduct, negligence or receivers so appointed non-feasance on the part of any such Receiver, its servants, agents or employees. Subject to the provisions of the instrument appointing it, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the Company and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for the Borrower and the Lender shall not be responsible for his or their actions. b) In additionReceiver may, the Lender may enter upon the applicable premises and lease or sell the whole or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender exclusion of all others, including the Company, enter upon, use and occupy all premises owned or occupied by the Company wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on the Company's business or as security for loans or advances to enable the Receiver to carry on the Company's business or otherwise, as such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCTR Lenders (in their discretion), but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out its appointment shall be exercised independently received in trust for and paid over to the CTR Lenders. Every such Receiver may, in the discretion of the CTR Lenders, be vested with all or in combination. The term "receiver" as used in this letter includes a receiver any of the rights and managerpowers of the CTR Lenders.

Appears in 1 contract

Samples: Security Agreement (Sr Telecom Inc)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Canadian Collateral Trustee may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Canadian Collateral Trustee or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Canadian Collateral Trustee or receivers so appointed any of Holders, and neither the Canadian Collateral Trustee nor any Holder shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor’s business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor’s business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCanadian Collateral Trustee, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Canadian Collateral Trustee. Every such Receiver may, in the discretion of the Canadian Collateral Trustee, be vested with all or in combinationany of the rights and powers of the Canadian Collateral Trustee. The term "receiver" as used in this letter includes Canadian Collateral Trustee may, either directly or through its Canadian Collateral Trustees or nominees, exercise any or all of the powers and rights given to a receiver and managerReceiver by virtue of Section 5.9.

Appears in 1 contract

Samples: Canadian Collateral Agreement (Primus Telecommunications Group Inc)

Appointment of Receiver. a) Upon any default under this Commitment or the Security, that is not cured within the time frames set out hereinIf an Event of Default shall occur and be continuing, the Lender Administrative Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment by instrument in writing of a receiver reappoint any person, persons, or receivers entity, whether officer(s), employee(s) or agent(s) of the subject matter Administrative Agent, to be a receiver, receiver-manager or receiver and manager (each, a “Receiver”) of such security all or any part thereof and such receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Lender or not, Collateral and the Lender may remove any receiver or receivers Receiver so appointed and appoint another in its stead. Any Receiver shall, to the extent permitted by applicable law, so far as concerns responsibility for its acts, be deemed to be the agent of the Guarantors and not an agent of the Administrative Agent or others in his or their instead; or by proceedings any Lender. Neither the Administrative Agent nor any Lender shall be in any court way responsible for any misconduct, negligence or nonfeasance on the part of competent jurisdiction for such Receiver or its servants, agents or employees. Subject to the appointment of a receiver or receivers or for sale provisions of the Project or instrument appointing it, any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; Receiver shall have all of the powers and may file such proofs of claim and other documents rights as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative been granted to the BorrowerAdministrative Agent under this Section 6 or as otherwise provided by law. Any such receiver or receivers so appointed shall have power to take possession of To facilitate the Project or any part thereof and to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole or any part of the Project on such terms and conditions and in such manner as he shall determine. In exercising any foregoing powers, any such receiver Receiver may, to the exclusion of all others, enter upon, use and occupy all premises owned or receivers shall act as agent occupied by any Guarantors wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or agents for the Borrower an unsecured basis and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole or use Collateral directly in carrying on any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit Guarantor’s business or otherwise and as to upset or reserve bid or price as to the Lender such Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyAdministrative Agent, but any one or more of such remedies may all money received from time to time by such Receiver in carrying out its appointment shall be exercised independently or received in combination. The term "receiver" as used in this letter includes a receiver trust for and managerbe paid over to the Administrative Agent.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Standard Aero Holdings Inc.)

Appointment of Receiver. a) Upon the occurrence and during the continuance of any default under this Commitment or the Security, that is not cured within the time frames set out hereinEvent of Default, the Lender Collateral Agent may proceed to realize the security hereby constituted and to enforce its rights by entry; appoint or by the appointment reappoint by instrument in writing of a receiver writing, any Person or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or personsPersons, whether an officer or officers or an employee or employees of the Lender Collateral Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a "Receiver," which term when used herein shall include a receiver and the Lender manager) of Collateral (including any interest, income or profits therefrom) and may remove any receiver or receivers Receiver so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable in order to have his/her/its claim lodged in any bankruptcy, winding‐up or other judicial proceedings relative to the Borrowerstead. Any such receiver Receiver shall, so far as concerns responsibility for his/her/its acts, be deemed the agent of the applicable Grantor and not the Collateral Agent or receivers so appointed any of the other Secured Parties, and neither the Collateral Agent nor any other Secured Party shall be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver or his/her/its servants, agents or employees. Subject to the provisions of the instrument appointing him/her/it and the provisions of applicable law, any such Receiver shall have power to take possession of the Project Collateral, to preserve Collateral or any part thereof and its value, to carry on the business of the Borrower, and to borrow money required for the maintenance, preservation or protection of the Project or any part thereof, and to further charge the Project concur in priority to the security constituted by this Commitment as security for money so borrowed, and to sell, lease or otherwise dispose of the whole carrying on all or any part of the Project on such terms business of the applicable Grantor and conditions and to sell, lease, license or otherwise dispose of or concur in such manner as he shall determineselling, leasing, licensing or otherwise disposing of Collateral. In exercising any To facilitate the foregoing powers, any such receiver or receivers shall act as agent or agents for Receiver may, to the Borrower and the Lender shall not be responsible for his or their actions. b) In additionexclusion of all others, the Lender may enter upon including the applicable Grantor, enter upon, use and occupy all premises owned or occupied by the applicable Grantor wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and lease use Collateral directly in carrying on the applicable Grantor's business or sell as security for loans or advances to enable the whole Receiver to carry on the applicable Grantor's business or any part or parts of the Project. The Borrower agrees that it will be commercially reasonable to sell otherwise, as such part of the Project: i. as a whole or in various units; ii. by a public sale or call for tenders by advertising such sale; and iii. by private sale. c) Any such sale shall be on such terms and conditions as to credit or otherwise and as to upset or reserve bid or price as to the Lender Receiver shall, in its sole discretion discretion, determine. Except as may seem advantageous and such sale may take place whether or not be otherwise directed by the Lender has taken possession of such property and assets. d) No remedy for the realization of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedyCollateral Agent, but any one or more of such remedies may all Money received from time to time by such Receiver in carrying out his/her/its appointment shall be exercised independently received in trust for and be paid over to the Collateral Agent. Every such Receiver may, in the discretion of the Collateral Agent, be vested with all or in combination. any of the rights and powers of the Collateral Agent. (i) The term "receiver" as used in Collateral Agent may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of this letter includes a receiver and managerSection 6.6(b).

Appears in 1 contract

Samples: Collateral Agreement (Appleton Papers Inc/Wi)

Appointment of Receiver. 7.1 The Bank may, at any time after the power of sale may become exercisable (whether or not the Bank have entered into or taken possession of the Charged Assets or if the Bank is requested by a resolution of the board of directors of the Company) appoint, by writing under the hand of any manager of the Bank, any person or persons (including an official of the Bank) to be a Receiver of the Charged Assets or any part or parts thereof (and, in the case of the latter, the powers herein conferred on a Receiver shall have the effect as though every reference to the Charged Assets were a reference to the relevant part or parts of such assets) upon such terms as to remuneration (and the restrictions in Section 24(6) of the Act shall not apply) and otherwise as the Bank may, from time to time, think fit and may similarly remove any Receiver and appoint another in his stead, and any Receiver so appointed shall be the agent of the Company for all purposes, and the Company shall be solely responsible for his contracts, engagements, acts, defaults, omissions and losses and for liabilities incurred by him, for his misconduct and for his remuneration, and any such Receiver shall have the power, either in his own name or in the name of the Company (in the case of joint Receivers such powers being exercised jointly or severally):- (a) Upon any default under this Commitment or the Securityto enter upon, that is not cured within the time frames set out hereintake possession of, collect and get in, the Lender Charged Assets or any part thereof; (b) to carry on, manage or concur in carrying on or managing the business or any part thereof of the Company which relates to or is connected with the Charged Assets as he may proceed think fit including (without limitation) power to realize perform, repudiate, rescind or vary any other contract or agreement to which the Company is a party; (c) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and/or 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 make advances or to raise or borrow money either unsecured or secured on the Charged Assets or any part thereof in priority to, pari passu with, or subsequent to, the security hereby constituted or otherwise and at such rate or rates of interest and generally on such terms and conditions as the Receiver may think fit; (d) to enforce its rights by entry; sell or by exchange, or concur in selling, or exchanging, the appointment by instrument in writing of a receiver or receivers of the subject matter of such security Charged Assets or any part thereof and to grant, or concur in granting or enter into any leases, tenancies, licences, options and rights of user for any term (without the need to observe any of the provisions of Section 18 of the Act) and to grant, or concur in granting, renewals and surrenders or accept, or concur in accepting, surrenders of any leases or tenancies at or for such receiver considerations, rents and premiums and upon such terms and conditions (including provisions for the review of rent and the granting of long leases at a premium with or receivers without a rent reserved) as the Receiver shall, in his absolute discretion, think fit and, without prejudice to the generality of the foregoing, he may do any of the aforementioned things for a consideration consisting of cash, debentures or other obligations, shares, stock or other valuable consideration, and any such consideration may be any person payable in a lump sum or persons, whether an officer or officers or employee or employees of the Lender or notby instalments spread over such period as he may think fit, and the Lender may remove to carry into effect and complete any receiver such transaction by executing any deeds or receivers so appointed and appoint another or others in his or their instead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Project or any part thereof; or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity; and may file such proofs of claim and other documents as may be necessary or advisable appropriate in order the name of, or on behalf of the Company. Sales of property may be by public auction, tender or private treaty with or without advertisement and in such lot or lots as the Receiver may, in his absolute discretion, think fit. Fixtures and/or plant and machinery may be severed and sold separately from the property containing them without the consent of the Company; (e) to have its claim lodged promote the formation of a subsidiary company and/or companies of the Company with a view to such subsidiary company and/or companies purchasing, leasing, licensing or otherwise acquiring interests in all or any bankruptcyof the assets of the Company; (f) to make allowances to and re-arrangements with any lessees, winding‐up tenants or other judicial proceedings relative persons from whom any rents or profits may be receivable (including the granting of any licences and reviewing rent in accordance with the terms of, and varying the provisions of, any leases affecting the Charged Assets); (g) to make and effect all such repairs, structural and other alterations, improvements, additions and developments in or to the Borrower. Any such receiver or receivers so appointed shall have power to take possession of the Project Charged Assets or any part thereof and to carry on the business of the Borroweras he may consider fit, and to borrow money required purchase or otherwise acquire any materials, articles or things and do anything else in connection with the said assets which the Receiver may think desirable for the maintenance, preservation purpose of making productive or protection increasing the letting or market value of the Project said assets or any part thereof, and to further charge the Project in priority to protecting the security constituted by this Commitment as security for money so borrowed, Deed and to selldevelop or improve any property and in particular if any property is in the course of development or improvement to carry out and complete any such development or improvement and for that purpose a Receiver may (but shall not be bound to) adopt and enforce or repudiate, lease rescind or otherwise dispose vary any contract already made by the Company in connection therewith and may acquire any right, easement or privilege for the benefit of any of the properties and apply for planning permissions and any other necessary statutory or other consents (or appeal against refusal thereof) in any case aforesaid as may seem to him to be necessary or desirable on such terms as he shall consider fit; (h) to arrange for or provide all the services (including, without prejudice to the generality of the foregoing, the lighting, heating and cleaning) which may be deemed proper for the efficient use or management of the Charged Assets; (i) to reconstruct, alter, improve, decorate, furnish, complete and maintain the whole or any part of the Project buildings hereby charged; (j) to effect such insurances as he shall, in his absolute discretion, think fit; (k) to redeem any prior encumbrance and to settle and prove the accounts of the encumbrancer, and accounts so settled and proved shall be conclusive and binding on the Company and the money so paid shall be a receivership expense; (l) to exercise, or permit the Company or any nominees of the Company to exercise, any powers or rights under the Assigned Contracts or any of them or under the Occupational Lease or incidental to the ownership of the Charged Assets or any part thereof in such manner as he may think fit and in particular (as regards shares, stock and the Securities) any voting rights conferred by the same and (as regards the Securities) any rights of enforcing the same by foreclosure, sale or otherwise, and to call up all or any portion of the uncalled capital of the Company; (m) 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 Company or which relate in any way to the Charged Assets or any part thereof; (n) to bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the Charged Assets or any part thereof as may seem to him to be expedient; (o) to appoint, hire and employ and to remunerate agents, servants, attendants, workmen and others on such terms and conditions and generally in such manner as he shall determine. In exercising think fit, either in connection with any powers, exercise by him of any such receiver of the foregoing powers or receivers shall act as agent or agents otherwise for any purpose connected with the Borrower and the Lender shall not be responsible for his or their actions. b) In addition, the Lender may enter upon the applicable premises and lease or sell the whole Charged Assets or any part thereof and to discharge any person so appointed, hired or parts of the Project. The Borrower agrees that it will be commercially reasonable employed; (p) to sell such take recover collect and get in all or any part of the Project: i. book debts and other debts hereby charged and for that purpose to give such notice to the Company’s debtors as a whole may be required or to sxx take any proceedings in various units; ii. by a public sale the name of the Company or call for tenders by advertising otherwise as may seem expedient and to sell assign or otherwise deal with all or any part of the book debts and other debts hereby charged in such sale; and iii. by private sale. c) Any such sale shall be manner and generally on such terms and conditions (and whether for a lump sum or for a consideration payable in instalments and whether for cash or for a consideration other than cash) as may seem to credit him to be expedient; (q) to do all such other acts and things as he may consider necessary or otherwise desirable for the realisation of any of 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 these presents, and as to upset or reserve bid or price as exercise and do, in relation to the Lender in its sole discretion may seem advantageous Charged Assets or any part thereof, all such powers, authorities and such sale may take place whether or not things as he would be capable of exercising if he were the Lender has taken possession of such property and assets. d) No remedy for the realization absolute beneficial owner of the security hereof or for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may from time to time be exercised independently or in combination. The term "receiver" as used in this letter includes a receiver and managersame.

Appears in 1 contract

Samples: Mortgage and Charge (Sifco Industries Inc)

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