Charging Provisions. 3.1. On receipt of any application made to the New Appointee and the Water Company being duly notified by the New Appointee of the terms and conditions included, or to be included, within any trade effluent consent to discharge trade effluent or to modify or vary such a trade effluent consent, the Water Company may notify and charge the New Appointee for all reasonable costs and reasonable expenses reasonably incurred by the Water Company in modifying the Water Company’s Sewerage Network (including any receiving treatment works) as a consequence of receiving, treating and disposing of the trade effluent including any administration costs and overheads, any additional charges made by the Environment Agency in respect of any consent, permit or registration, including the costs or applying for a variation or modification to its discharge consent issued by the Environment Agency under the terms of the Water Resources Act 1991 or under the Environmental Permitting Regulations 2010 and any additional costs incurred in disposing of the Biosolids and any other waste.
3.2. The New Appointee shall provide to the Water Company on a monthly basis (or more frequently should this be required by the Water Company’s trade effluent risk assessment model in use at the time) such samples of any trade effluent discharge into the New Appointee’s Sewerage Network as the Water Company may reasonably require in order to determine the strength of such trade effluent discharge both for monitoring and charging purposes
3.3. If at any time the Water Company considers that the amount of Charges due under clause 8.6 require revision, it shall give the New Appointee reasonable notice of the same.
Charging Provisions. 2.1 In consideration of the Chargee agreeing to accept the Promissory Notes, the Chargor as legal and beneficial owner hereby charges by way of first fixed charge all the Charged Securities to the Chargee as continuing security for the payment and discharge of the Secured Obligations.
2.2 The Chargor hereby undertakes that it shall upon the execution of this Charge, deliver to the Chargee the following documents:
(1) original share certificate(s) in respect of the Charged Securities issued in the name of the Chargor;
(2) undated instrument of transfer in respect of the Charged Securities duly executed in blank by the Chargor;
(3) undated written resolutions of the board of directors of the Company approving the transfer of the Charged Securities;
(4) undated resignation letter of the directors of the Company confirming that each of them has no claims whatsoever against the Company for fees, compensation for loss of office, remuneration, severance payments, pension, expenses or otherwise;
(5) dated letter of authority signed by the Chargor to authorise the Chargee to date the instrument of transfer, the declaration of the Chargor, the irrevocable appointment of proxy and irrevocable power of attorney and the board resolutions referred to in sub-paragraphs (2), (3), (6) and (7);
(6) undated declaration of the Chargor that there is no loss of the certificate(s) as referred to in sub-paragraph (1) above;
(7) executed but undated irrevocable appointment of proxy and irrevocable power of attorney made in respect of the Charged Securities for all shareholders’ meetings and written resolutions of the Company; and
(8) an executed irrevocable letter of instructions from the administrator of the Company to the Company’s registered agent for the change of administrator of the Company to a person designated by the Chargee (which executed letter shall be delivered by, or on behalf of, the administrator of the Company to the registered agent after execution of this Charge and thereafter, and in any event no later than seven (7) Business Days from the date of execution of this Charge, the Chargor shall deliver, or cause to be delivered, to the Chargee, a copy of such letter signed by the registered agent of the Company acknowledging, and agreeing to the terms of such letter).
2.3 The Chargor hereby undertakes that upon receipt of any further shares or securities of the Company or any dividends, rights, monies or property accruing or offered in respect of the Charged Secur...
Charging Provisions. The Hypothec granted by each Grantor pursuant to this Deed secures the performance of the following obligations (collectively called the Secured Obligations):
Charging Provisions. 3 3 PAYMENT OF THE SECURED OBLIGATIONS........................................................... 4
Charging Provisions. 11.1 The Borrower as beneficial owner and as continuing security for the discharge of the Obligations charges to the Lender by way of first floating charge the Undertaking but so that the Borrower shall not without prior consent in writing of the Lender:
(a) create or permit to exist any Encumbrance (otherwise than a lien arising by statute or operation of law) on or affecting any of the Undertaking ranking in priority to or pari passu with such floating charge; or
(b) sell or otherwise Dispose of any of the Undertaking other than at market value for the purpose of carrying on its business or as permitted by the Loan Documents.
11.2 The Lender may at any time by notice to the Borrower convert the floating charge into a specific or fixed charge as regards any assets specified in the notice which the Lender shall consider to be in danger of being seized or sold under any form of distress or execution levied or threatened or to be otherwise in jeopardy and may appoint a Receiver thereof.
11.3 Notwithstanding anything to the contrary contained in Clause 11.2, if the Borrower shall without the prior written consent of the Lender so create or permit to exist any Encumbrance on or affecting, or so sell or otherwise Dispose of, any of the Undertaking contrary to Clause 11.1, or attempts to do so without the prior consent in writing of the Lender, or if any creditor or other person attempts to bring any distress, execution, sequestration or other process against any of the Undertaking, the floating charge hereby created shall automatically without notice operate as a fixed charge upon all parts of the Undertakings instantly upon occurrence of such event.
Charging Provisions. 2 4 AMENDMENTS TO SCHEDULE 2 OF THE DEBENTURE........................... 2 THIS DEED is made the 10 Day of October 2003 by COMSTOR LIMITED ("Company") registered in England and Wales with number 02898318 in favour of GE COMMERCIAL DISTRIBUTION FINANCE LIMITED (formerly Deutche Financial Services (UK) Limited) (the "Security Holder"). A This Deed is supplemental to a Debenture dated 30 January 2002 between the Company and the Security Holder a copy of which is attached as the Appendix to this Deed (the "Debenture"). B This Deed amends one of the provisions of the Debenture which save for such amendment shall remain in full force and effect. THIS DEED WITNESSES THAT:
Charging Provisions. 2.1 As continuing security for the payment and/or discharge of the Secured Liabilities, the Chargor with full title guarantee charges to Collateral Agent:
2.1.1 by way of legal mortgage, the property (if any) described in Schedule 2
2.1.2 by way of fixed charge any freehold or leasehold property (excluding any property charged by clause 2.
1.1) now and in the future owned by the Chargor or in which the Chargor may have an interest;
2.1.3 by way of fixed charge, all buildings, fixtures and fittings (including trade fixtures and fittings) from time to time in, on or attached to any of the Charger’s freehold or leasehold property;
2.1.4 by way of fixed charge all the Chargor’s plant and machinery and other equipment listed in Schedule 3 and all spare parts, replacements, modifications and additions for or to such Equipment and the benefit of all manuals, instructions, warranties and maintenance agreements relating to such Equipment;
2.1.5 by way of fixed charge, any other plant, machinery, vehicles, computer equipment, furniture, tools and other equipment not disposed of in the ordinary course of the Chargor’s business not listed in Schedule 3 and all spare parts, replacements, modifications and additions for or to such Equipment and the benefit of all manuals, instructions, warranties and maintenance agreements relating to such Equipment;
2.1.6 by way of fixed charge, all Book Debts;
2.1.7 by way of fixed charge, all monies from time to time standing to the credit of the Chargor’s accounts with any bank, financial institution or other person;
2.1.8 by way of fixed charge, all the Chargor’s goodwill and uncalled capital present and future;
2.1.9 by way of fixed charge, all the Chargor’s Intellectual Property from time to time not disposed of in the ordinary course of the Chargor’s business;
2.1.10 by way of fixed charge, all Securities from time to time owned by the Chargor or in which it has an interest;
2.1.11 by way of fixed charge, all loan capital, indebtedness or liabilities on any account or in any manner owing to the Chargor from any Subsidiary of the Chargor or a member of the Chargor’s group;
2.1.12 by way of fixed charge, all the Chargor’s rights and claims (including to the return of premiums) under all insurance policies in which the Chargor has an interest from time to time;
2.1.13 by way of floating charge, all the Charger’s property, assets and rights from time to time not subject to a fixed charge under this Debenture (including any property ...
Charging Provisions. 2.1 The Company as beneficial owner or with full title guarantee (whichever is appropriate) hereby charges to the Lender as a continuing security for the payment or discharge of the Loan:-
2.1.1 by way of legal mortgage all estates or interests in the freehold and leasehold property described in the Schedule together with all present and future buildings, and fixtures (including trade and tenant's fixtures), which are at any time on or attached to the property;
2.1.2 by way of fixed charge:-
2.1.2.1 all estates or interests in any freehold or leasehold property belonging to the Company now or at any time after the date of this Debenture (other than any property charged in terms of clause 2.1.1 above) together with all buildings, and fixtures (including trade and tenant's fixtures) which are at any time on or attached to the property;
2.1.2.2 all present and future interests of the Company in or over land or the proceeds of sale of it and all present and future licences of the Company to enter upon or use land;
2.1.2.3 the benefit of all other agreements relating to land which the Company is or may become party or otherwise entitled;
2.1.2.4 all plant and machinery of the Company now or in the future attached to property which is charged by the foregoing provisions of this clause 2.1;
2.1.2.5 all present and future stocks, shares and other securities owned (at law or in equity) by the Company and all rights, money or property of a capital nature at any time accruing or offered in relation to them, whether by way of bonus, consolidation, conversion, exchange, option, preference, return of capital or otherwise;
2.1.2.6 all rights, money or property of an income nature at any time accruing or payable in relation to the stocks, shares and other securities charged by clause 2.1.2.5, whether by way of dividend, distribution, interest or otherwise;
2.1.2.7 all rights and interests in and claims under all insurance contracts or policies now or in the future held by or inuring to the benefit of the Company which relate to Fixed Charge Assets (including all money payable under such contracts and policies);
2.1.2.8 all rights and interest and claims under all other insurance or assurance contracts or policies now or in the future held by or inuring to the benefit of the Company (including all money payable under them);
2.1.2.9 all patents, utility models, registered and unregistered trade and service marks, rights in passing off, copyright, registered and unregistered...
Charging Provisions. 3.1 The Client by way of continuing security for the payment and discharge of the Secured Obligations hereby charges to ESF with full title guarantee: -
3.1.1 by way of first fixed charge:-
(a) all book and other debts both present and future at any time due or owing to the Client and the full benefit of all rights and remedies relating thereto; and
(b) all benefits in respect of all contracts and policies of insurance whatever nature in relation to the assets charged by clause 3.
(a) above which are from time to time taken out by the Client or in which the Client has an interest.
3.1.2 by way of first floating charge the undertaking and all property, assets and rights of the Client whatsoever and whatsoever both present and future which is or may be from time to time while this Deed is in force comprised in the property and undertaking of the Client including, without limitation, the property and assets and rights of the Client referred to in Clauses 3.1.1 above inclusive (if and in so far as the charges therein contained shall for any reason be ineffective as fixed charges).
3.2 ESF may at any time by notice in writing to the Client convert the floating charge into a specific charge as regards any assets specified in the notice which ESF may consider to be in danger of being seized or sold under any form of distress execution or other process levied or threatened and may appoint a Receiver thereof.
Charging Provisions. 3.1 The company charges to BOS as a continuing security and with full title guarantee for the payment or discharge of the Secured Liabilities:
3.1.1 by way of legal mortgage all the freehold and leasehold and leasehold property (including the property described in the Schedule) now vested in it whether or not the title to the property is registered at H.M. Land Registry together with all present and future buildings, fixtures (including trade and tenant's fixtures), plant and machinery which are at any time on the property
3.1.2 by way of fixed charge:
3.1.2.1 all future freehold and leasehold property belonging to the company together with all buildings, fixtures (including trade and tenant's fixtures), plant and machinery which are at anytime on the property;
3.1.2.2 all present and future interests of the Company in or over land or the proceeds of sale of it and all present and future licenses of the Company to enter upon or use land and the benefit of all other agreements relating to land to which it is or may become party or otherwise entitled and all fixtures (including trade and tenant's fixtures), plant and machinery which are at any time on the property charged under this Debenture;
3.1.2.3 all the company's goodwill and uncalled capital for the time being;
3.1.2.4 all present and future stocks, shares and other securities owned (at law or in equity) by the company and all rights and interests accruing or offered at any time in relation to them all rights and interests in and claims under all policies of insurance and assurance held or to be held by or inuring to the benefit of the Company and the benefit of all rights and claims to which the Company is now or may be entitled under any contracts;
3.1.2.5 all patents, patent applications, trade marks, trade mark applications, tradinx names, brand names, service marks, copyrights, rights in the nature of copyright, moral rights, inventions, design rights, registered designs, all trade secrets and know-how, computer rights, programs, systems, tapes, disks, software, all applications for registration of any of them and other intellectual property rights held or to be held by the Company or in which it may have an interest and the benefit of all present and future agreements relating to the use of or licensing or exploitation of any such rights (owned by the Company or others) and all present and future fees, royalties or similar income derived from or incidental to any of the foregoing in any part of ...
