Common use of Lien And Power Of Sale Clause in Contracts

Lien And Power Of Sale. 3.1 Without prejudice and in addition to any powers, authorities, rights, remedies, general lien, right of set off or similar right to which Galaxy International Futures may be entitled by law or otherwise, any funds, Securities, Commodities, Futures Contracts, options contract, or other properties held by Galaxy International Futures for any purpose for the Client or carried by Galaxy International Futures in the Client’s Account (either solely or jointly with others) or which may be in the possession or control of Galaxy International Futures, or in the possession or control of any member of the China Galaxy International in Hong Kong or in other parts of the world, at any time and for any purpose, including but not limited to safe-keeping, for the Client and/or in the Client’s name (hereinafter collectively called “Client’s Property”) shall be subject to a general lien in favour of Galaxy International Futures and are to be held by Galaxy International Futures as security for the payment of any liability of the Client to Galaxy International Futures. Galaxy International Futures shall also have the right to exercise any or all of the powers more particularly set out in clauses 3.5 and 3.6 of this Part E hereof in respect of the Client’s Property regardless of whether any other person is interested in the Client’s Property or Galaxy International Futures has made advances in connection with the Client’s Property and irrespective of the number of the Client’s Account. 3.2 The Client agrees that the Client shall be liable for all debit balance owing in the Client’s Account whether or not the Client’s Account is liquidated including all debts and/or deficiencies resulting from a liquidation of the Client’s Account. 3.3 Debit balance in the Client’s Account shall be charged with interest thereon at a rate to be determined by Galaxy International Futures from time to time with or without notice to the Client and the Client shall promptly settle, upon demand, all liabilities outstanding to Galaxy International Futures, together with all fees, costs, commissions, brokerage, levies, and other charges and expenses which Galaxy International Futures may charge against the Client in accordance with this Agreement and all costs, charges and expenses (including all legal fees and expenses on full indemnity basis) which Galaxy International Futures may incur in enforcing or obtaining payment from the Client or in attempting to do so. 3.4 The Client agrees to pay immediately on demand any amount owing to Galaxy International Futures with respect to any of the Client’s Account. 3.5 If any of the following events occurs: (a) (if applicable) a petition is presented or an order is made or an effective resolution is passed or analogous proceedings are taken for the winding up of the Client save for the purposes of an amalgamation, merger or reconstruction the terms whereof have previously been approved by Galaxy International Futures; (b) the Client fails to pay or admits his inability to pay his debts as and when they fall due or the Client convenes a meeting for the purpose of making, or proposes and/or enters into any arrangement or composition for the benefit of the Client’s creditors; (c) (if applicable) the Client shall become bankrupt, or otherwise become insolvent or make any arrangement or composition with the Client’s creditors; (d) an encumbrancer takes possession or a receiver or similar officer is appointed of the whole or any part of the assets or the undertaking (if applicable) of the Client or a distress or execution is levied or enforced upon or sued out against the property or the Client’s Account and is not discharged within seven days of being levied; (e) in the event of the death or judicial declaration of incompetence of the Client; (f) whenever Galaxy International Futures at its sole discretion shall consider it necessary for the protection of Galaxy International Futures, because of margin requirements or otherwise; (g) determines in its absolute discretion that Galaxy International Futures is under an obligation to comply with any requirement imposed by any relevant Exchange and/or Clearing House and/or broker or any applicable laws, rules and regulations; (h) the Client violates or fails to perform on a timely basis any term, covenant or condition on its part to be performed under the Agreement; (i) any third party asserts a claim in respect of any monies in the Account; (j) any information supplied by the Client to Galaxy International Futures or any warranty made by the Client is incorrect or misleading in any material respect; (k) it shall become unlawful for the Client to maintain the Account or to perform any of the Client’s obligations under these additional terms, or any authorization, consent, approval or licence necessary for the Client to continue the Account or to perform any of his obligations under these additional terms shall be revoked or otherwise cease to be in full effect; or (l) there occurs a material adverse change in the business, assets or general condition of the Client which, in the absolute opinion of Galaxy International Futures, may adversely affect the due performance by the Client of his Obligations under these additional terms. Galaxy International Futures shall have the right, without notice and in its absolute discretion and sole judgment, to take such action as it may consider necessary or desirable to comply with or to perform, cancel or satisfy any obligation of Galaxy International Futures to a Client or any obligations of the Client and/or Galaxy International Futures to a relevant Exchange and/or Clearing House and/or broker, as the case may be, in respect of any Open Contract and such action includes to: (a) sell, realize or convert into cash the Client’s property (and Galaxy International Futures is hereby authorized by the Client to do all such things necessary or incidental to such sale) and utilise the proceeds to offset and discharge part or all of the Obligations the Client may have to Galaxy International Futures (either directly or by way of guarantee or surety) or to any member of the China Galaxy International; (b) sell any or all Securities, or Commodities which may be long in the Client’s Account; (c) buy any or all Securities, or Commodities which may be short in the Client’s Account; (d) enter into liquidate straddle or spread positions with respect to any Securities or Commodities long or short in any of the Client’s Account; (e) cancel any outstanding orders or other commitments made on behalf of the Client; and/or (f) exercise any option (put or call) arising from any options contracts traded on the Futures Exchange held by Galaxy International Futures on behalf of the Client in order to close the Client’s Account. 3.6 Such sale or purchase may be public or private and all rights in clause 3.5 of this Part E above may be exercised with or without advertising or notice to the Client and in such manner as Galaxy International Futures may, in its sole discretion determine, and no demands, tenders or notices which Galaxy International Futures makes or gives shall be considered a waiver of the right of Galaxy International Futures to sell or to buy without demand or notice as herein provided. At any such sale Galaxy International Futures may purchase the Securities or Commodities free of any right of redemption and the Client agrees that in respect of any such sale Galaxy International Futures shall have no liability for loss thereby incurred and without prejudice to the generality of the foregoing the Client shall not make any claim against Galaxy International Futures concerning the manner of sale or timing thereof. The proceeds of such transactions are to be applied in such manner as Galaxy International Futures may, in its discretion, determine, including but not limited to reduce the indebtedness owing to Galaxy International Futures, if any. 3.7 On the exercise of Galaxy International Futures’ right under clause 3.5 of this Part E, all accounts owing to Galaxy International Futures hereunder shall become immediately payable and Galaxy International Futures shall not be obliged to deliver to the Client any amount of the underlying Commodity or any money due to the Client in respect of any Futures Contract or options contract until all sums due from and liabilities of the Client to Galaxy International Futures in respect of any such contract or otherwise howsoever in accordance with the terms of this Agreement are satisfied or discharged to the satisfaction of Galaxy International Futures. 3.8 Notwithstanding anything contained in this Agreement or in any other agreement between Galaxy International Futures or any member of China Galaxy International and the Client or any Client of China Galaxy International, the Client irrevocably directs Galaxy International Futures to set-off and withhold from and apply (subject to applicable laws and regulations) all of the Client’s interest in any funds, Futures Contract and/or options contract and property held by Galaxy International Futures or any member of China Galaxy International at any time for any purpose, including (without limitation) safe-keeping, for full or partial discharge of all of the Client’s obligations and liabilities to Galaxy International Futures in respect of the Account or in respect of margin or additional margin or otherwise whatsoever or howsoever in accordance with the terms of this Agreement, and Galaxy International Futures may without notice combine and/or consolidate all or any of the accounts comprised in the Accounts and set off or transfer any money or other property interchangeably between any of the Accounts in such manner as Galaxy International Futures may in its absolute discretion determine.

Lien And Power Of Sale. 3.1 Without prejudice and in addition to any powers, authorities, rights, remedies, general lien, right of set off or similar right to which Galaxy International Futures may be entitled by law or otherwise, any funds, Securities, Commodities, Futures Contracts, options contract, or other properties held by Galaxy International Futures for any purpose for the Client or carried by Galaxy International Futures in the Client’s Account (either solely or jointly with others) or which may be in the possession or control of Galaxy International Futures, or in the possession or control of any member of the China Galaxy International Group in Hong Kong or in other parts of the world, at any time and for any purpose, including but not limited to safe-keeping, for the Client and/or in the Client’s name (hereinafter collectively called “Client’s Property”) shall be subject to a general lien in favour of Galaxy International Futures and are to be held by Galaxy International Futures as security for the payment of any liability of the Client to Galaxy International Futures. Galaxy International Futures shall also have the right to exercise any or all of the powers more particularly set out in clauses 3.5 and 3.6 of this Part E hereof in respect of the Client’s Property regardless of whether any other person is interested in the Client’s Property or Galaxy International Futures has made advances in connection with the Client’s Property and irrespective of the number of the Client’s Account. 3.2 The Client agrees that the Client shall be liable for all debit balance owing in the Client’s Account whether or not the Client’s Account is liquidated including all debts and/or deficiencies resulting from a liquidation of the Client’s Account. 3.3 Debit balance in the Client’s Account shall be charged with interest thereon at a rate to be determined by Galaxy International Futures from time to time with or without notice to the Client and the Client shall promptly settle, upon demand, all liabilities outstanding to Galaxy International Futures, together with all fees, costs, commissions, brokerage, levies, and other charges and expenses which Galaxy International Futures may charge against the Client in accordance with this Agreement and all costs, charges and expenses (including all legal fees and expenses on full indemnity basis) which Galaxy International Futures may incur in enforcing or obtaining payment from the Client or in attempting to do so. 3.4 The Client agrees to pay immediately on demand any amount owing to Galaxy International Futures with respect to any of the Client’s Account. 3.5 If any of the following events occurs: (a) (if applicable) a petition is presented or an order is made or an effective resolution is passed or analogous proceedings are taken for the winding up of the Client save for the purposes of an amalgamation, merger or reconstruction the terms whereof have previously been approved by Galaxy International Futures; (b) the Client fails to pay or admits his inability to pay his debts as and when they fall due or the Client convenes a meeting for the purpose of making, or proposes and/or enters into any arrangement or composition for the benefit of the Client’s creditors; (c) (if applicable) the Client shall become bankrupt, or otherwise become insolvent or make any arrangement or composition with the Client’s creditors; (d) an encumbrancer takes possession or a receiver or similar officer is appointed of the whole or any part of the assets or the undertaking (if applicable) of the Client or a distress or execution is levied or enforced upon or sued out against the property or the Client’s Account and is not discharged within seven days of being levied; (e) in the event of the death or judicial declaration of incompetence of the Client; (f) whenever Galaxy International Futures at its sole discretion shall consider it necessary for the protection of Galaxy International Futures, because of margin requirements or otherwise; (g) determines in its absolute discretion that Galaxy International Futures is under an obligation to comply with any requirement imposed by any relevant Exchange and/or Clearing House and/or broker or any applicable laws, rules and regulations; (h) the Client violates or fails to perform on a timely basis any term, covenant or condition on its part to be performed under the Agreement; (i) any third party asserts a claim in respect of any monies in the Account; (j) any information supplied by the Client to Galaxy International Futures or any warranty made by the Client is incorrect or misleading in any material respect; (k) it shall become unlawful for the Client to maintain the Account or to perform any of the Client’s obligations under these additional terms, or any authorization, consent, approval or licence necessary for the Client to continue the Account or to perform any of his obligations under these additional terms shall be revoked or otherwise cease to be in full effect; or (l) there occurs a material adverse change in the business, assets or general condition of the Client which, in the absolute opinion of Galaxy International Futures, may adversely affect the due performance by the Client of his Obligations under these additional terms. Galaxy International Futures shall have the right, without notice and in its absolute discretion and sole judgment, to take such action as it may consider necessary or desirable to comply with or to perform, cancel or satisfy any obligation of Galaxy International Futures to a Client or any obligations of the Client and/or Galaxy International Futures to a relevant Exchange and/or Clearing House and/or broker, as the case may be, in respect of any Open Contract and such action includes to: (a) sell, realize or convert into cash the Client’s property (and Galaxy International Futures is hereby authorized by the Client to do all such things necessary or incidental to such sale) and utilise the proceeds to offset and discharge part or all of the Obligations the Client may have to Galaxy International Futures (either directly or by way of guarantee or surety) or to any member of the China Galaxy InternationalInternational Group; (b) sell any or all Securities, or Commodities which may be long in the Client’s Account; (c) buy any or all Securities, or Commodities which may be short in the Client’s Account; (d) enter into liquidate straddle or spread positions with respect to any Securities or Commodities long or short in any of the Client’s Account; (e) cancel any outstanding orders or other commitments made on behalf of the Client; and/or (f) exercise any option (put or call) arising from any options contracts traded on the Futures Exchange held by Galaxy International Futures on behalf of the Client in order to close the Client’s Account. 3.6 Such sale or purchase may be public or private and all rights in clause 3.5 of this Part E above may be exercised with or without advertising or notice to the Client and in such manner as Galaxy International Futures may, in its sole discretion determine, and no demands, tenders or notices which Galaxy International Futures makes or gives shall be considered a waiver of the right of Galaxy International Futures to sell or to buy without demand or notice as herein provided. At any such sale Galaxy International Futures may purchase the Securities or Commodities free of any right of redemption and the Client agrees that in respect of any such sale Galaxy International Futures shall have no liability for loss thereby incurred and without prejudice to the generality of the foregoing the Client shall not make any claim against Galaxy International Futures concerning the manner of sale or timing thereof. The proceeds of such transactions are to be applied in such manner as Galaxy International Futures may, in its discretion, determine, including but not limited to reduce the indebtedness owing to Galaxy International Futures, if any. 3.7 On the exercise of Galaxy International Futures’ right under clause 3.5 of this Part E, all accounts owing to Galaxy International Futures hereunder shall become immediately payable and Galaxy International Futures shall not be obliged to deliver to the Client any amount of the underlying Commodity or any money due to the Client in respect of any Futures Contract or options contract until all sums due from and liabilities of the Client to Galaxy International Futures in respect of any such contract or otherwise howsoever in accordance with the terms of this Agreement are satisfied or discharged to the satisfaction of Galaxy International Futures. 3.8 Notwithstanding anything contained in this Agreement or in any other agreement between Galaxy International Futures or any member of China Galaxy International Group and the Client or any Client of China Galaxy InternationalInternational Group, the Client irrevocably directs Galaxy International Futures to set-off and withhold from and apply (subject to applicable laws and regulations) all of the Client’s interest in any funds, Futures Contract and/or options contract and property held by Galaxy International Futures or any member of China Galaxy International Group at any time for any purpose, including (without limitation) safe-keeping, for full or partial discharge of all of the Client’s obligations and liabilities to Galaxy International Futures in respect of the Account or in respect of margin or additional margin or otherwise whatsoever or howsoever in accordance with the terms of this Agreement, and Galaxy International Futures may without notice combine and/or consolidate all or any of the accounts comprised in the Accounts and set off or transfer any money or other property interchangeably between any of the Accounts in such manner as Galaxy International Futures may in its absolute discretion determine.