Common use of Powers of Receiver Clause in Contracts

Powers of Receiver. The Receiver shall be the agent of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):- (a) to take possession of, collect and get in and give receipts for the Collateral; (b) to dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner; (c) to institute, prosecute and defend any proceedings in the name of the Chargor or otherwise as may deem expedient; [Charge Over Deposit Account] (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security Trustee; (e) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor for all the purposes aforesaid.

Appears in 2 contracts

Samples: Charge Over Deposit Account (China Netcom Group CORP (Hong Kong) LTD), Charge Over Deposit Account (China Netcom Group CORP (Hong Kong) LTD)

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Powers of Receiver. The A Receiver so appointed shall be the agent of the Chargor Borrower and the Chargor Borrower shall be solely responsible for the Receiver's his acts or and defaults and for remuneration. Such Receiver shall have all the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the restrictions imposed by law Borrower or any ordinance part thereof or other statutory provision in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):- (a) to take possession of, collect and get in any property assets and give receipts rights hereby charged and for the Collateral; (b) purpose to dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner; (c) to institute, prosecute and defend take any proceedings in the name of the Chargor Borrower or otherwise as the Receiver may deem expedient; [Charge Over Deposit Account] (d) . To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to redeem any Security Interest (whether or not having priority enter into arrangement with respect to the security constituted by this Deed) and make business of the Borrower or any arrangement, settlement part thereof with any person or compromise or enter into any contracts which to concur in so doing in such manner as the Receiver shall think expedient may deem fit. Where any capital in the interests respect of any shares of the Security Trustee; Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (eobtaining only when and where necessary the leave of the Court) for the purpose of exercising any of the powers, authorities Borrower’s property and discretions conferred on him assets hereby charged or any part thereof by public or pursuant to this Deed and of defraying any costs, charges, losses private auction or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally private contract on such terms and conditions as he may think fit provided that:- (i) no deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall exercise such power think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without first obtaining the written prior consent of the Security Trustee Borrower. To lease let hire and the Finance Parties shall incur no liability to the Chargor license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose part of the exercise of Borrower’s property and assets on such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration terms and for such periods consideration as the Receiver may determine deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to delegate take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the powers hereby conferred on purposes aforesaid to raise or borrow any money that may be required upon the Receiver; (g) in the exercise of any security of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time whole or any part of the same having been paid property assets and rights hereby charged. To employ and terminate the services of such person or incurred persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts deeds and things as to him or the Bank may be considered by the Receiver to be incidental appear necessary or conducive proper for or in relation to any of the matters purposes aforesaid and which he lawfully may or powers aforesaid can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or otherwise incidental other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or conducive to the exercise agent under him in respect of all or any of the rights conferred on the Receiver under any Finance Document matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Chargor is a party or under legislation or common law or to Borrower may have done in the realisation ordinary conduct of its business as well for the protection as for the improvement of the security created by property and assets comprised in this Deed and which the Receiver may lawfully do and to use the name of the Chargor for all the purposes aforesaidsecurity.

Appears in 2 contracts

Samples: Deed of Debenture, Deed of Debenture

Powers of Receiver. The Receiver shall be the agent of the Chargor Company and the Chargor Company shall be solely responsible for the Receiver's ’s acts or defaults and for the Receiver's ’s remuneration and the Receiver shall, in addition to all powers conferred from time to time on upon mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation)otherwise, have power (exercisable without further notice):- (a) to take possession of, collect and get in and give receipts for the CollateralInventories; (b) to sell by public auction or private contract or otherwise dispose of or deal with the Collateral Inventories in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may reasonably think fit with full power to convey or otherwise transfer the Collateral Inventories in the name of the Chargor Company or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall reasonably think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Indebtedness; (c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may think fit the Inventories of an insurable nature in such manner in all respects as the Receiver may think fit and to maintain, renew or increase any insurances in respect of the Inventories; (d) to institute, prosecute and defend any proceedings in the name of the Chargor Company or otherwise as may deem expedient; [Charge Over Deposit Account]seem expedient in relation to the Inventories; (de) to redeem any Security Interest make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Inventories; (whether or not having priority f) to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall reasonably think expedient in relation to the Inventories in the interests of the Security TrusteeBank; (eg) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral Inventories either in priority to this Deed or otherwise and generally on such terms and conditions as he may reasonably think fit provided that:-PROVIDED THAT:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee Bank and the Finance Parties Bank shall incur no liability to the Chargor Company or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (fh) to appoint managers, agents, officers, solicitors, accountants accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may reasonably determine and to dismiss any of the same or any of the existing staff of the Company and to delegate to any person any of the powers hereby conferred on the Receiver; (gi) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor Company shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may hereinbefore mentioned from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (hj) to have access to and make use of the premises and the accounting and other records of the Company and the services of its staff for all or any of the purposes aforesaid; and (k) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive conductive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or conductive to the realisation of the Bank’s security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor Company for all the purposes aforesaid.

Appears in 2 contracts

Samples: Deed of Charge of Inventories (ECMOHO LTD), Deed of Charge of Inventories (ECMOHO LTD)

Powers of Receiver. The Receiver shall be the agent of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):- (a) to take possession of, collect and get in and give receipts for the Collateral; (b) to dispose of or deal with the Collateral in such manner, for such consideration [Charge Over Deposit Account] and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner; (c) to institute, prosecute and defend any proceedings in the name of the Chargor or otherwise as may deem expedient; [Charge Over Deposit Account]; (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security Trustee; (e) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do and to use the name of the [Charge Over Deposit Account] Chargor for all the purposes aforesaid.

Appears in 2 contracts

Samples: Charge Over Accounts (China Netcom Group CORP (Hong Kong) LTD), Charge Over Accounts (China Netcom Group CORP (Hong Kong) LTD)

Powers of Receiver. The Receiver shall be the agent of the Chargor Company and the Chargor Company shall be solely responsible for the Receiver's ’s acts or defaults and for the Receiver's ’s remuneration and the Receiver shall, in addition to all powers conferred from time to time on upon mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation)otherwise, have power (exercisable without further notice):-notice) :- (a) to take possession of, collect and get in and give receipts for the CollateralInventories; (b) to sell by public auction or private contract or otherwise dispose of or deal with the Collateral Inventories in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may reasonably think fit with full power to convey or otherwise transfer the Collateral Inventories in the name of the Chargor Company or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall reasonably think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Indebtedness; (c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may think fit the Inventories of an insurable nature in such manner in all respects as the Receiver may think fit and to maintain, renew or increase any insurances in respect of the Inventories; (d) to institute, prosecute and defend any proceedings in the name of the Chargor Company or otherwise as may deem expedient; [Charge Over Deposit Account]seem expedient in relation to the Inventories; (de) to redeem any Security Interest make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Inventories; (whether or not having priority f) to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall reasonably think expedient in relation to the Inventories in the interests of the Security TrusteeBank; (eg) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral Inventories either in priority to this Deed or otherwise and generally on such terms and conditions as he may reasonably think fit provided that:-PROVIDED THAT :- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee Bank and the Finance Parties Bank shall incur no liability to the Chargor Company or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (fh) to appoint managers, agents, officers, solicitors, accountants accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may reasonably determine and to dismiss any of the same or any of the existing staff of the Company and to delegate to any person any of the powers hereby conferred on the Receiver; (gi) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor Company shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may hereinbefore mentioned from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (hj) to have access to and make use of the premises and the accounting and other records of the Company and the services of its staff for all or any of the purposes aforesaid; and (k) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive conductive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or conductive to the realisation of the Bank’s security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor Company for all the purposes aforesaid.

Appears in 2 contracts

Samples: Deed of Charge of Inventories (ECMOHO LTD), Deed of Charge of Inventories (ECMOHO LTD)

Powers of Receiver. The Receiver shall be the agent of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation)otherwise, have power (exercisable without further notice):-notice) either in his own name or in the name of the Chargor or otherwise and in such manner and upon such terms and conditions as the Receiver shall think fit and either alone or jointly with any other person: (a) to take possession of, collect and get in and give receipts for the Collateral; (b) to sell by public auction or private contract or otherwise dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner;. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Obligations. Plant, equipment and machinery and other Fixtures or any part there of may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting such premises sold without the consent of the Chargor; [Asia Netcom Corporation Debenture] (c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may reasonably think fit the Collateral of an insurable nature in such manner in all respects as the Receiver may reasonably think fit and to maintain, renew or increase any Insurances in respect of the Collateral; (d) to institute, prosecute prosecute, submit to arbitration, negotiate, compromise, abandon, settle and defend any claims and proceedings in the name of the Chargor or otherwise as may deem expedient; [Charge Over Deposit Account]seem expedient concerning the Collateral; (de) to make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Collateral; (f) to carry on or authorise or concur in the carrying on of the business of the Chargor or any part thereof and to manage and conduct the same without being responsible for loss or damage unless caused by his negligence or wilful default; (g) to form or promote the formation of companies with a view to the same purchasing all or any of the undertaking, property, assets and rights of the Chargor or otherwise; (h) to make calls, conditionally or unconditionally, on the members of the Chargor in respect of uncalled capital; (i) to redeem any an Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts and to perform, repudiate, rescind or vary any contract or arrangement to which the Chargor is a party in all such cases which the Receiver shall think expedient in the interests of the Security TrusteeFinance Parties; (ej) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to enter into bonds, covenants, guarantees, indemnities and other commitment and/or to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:-that: (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (fk) to appoint managers, agents, officers, solicitors, accountants accountants, auctioneers, [Asia Netcom Corporation Debenture] brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to dismiss any of the same or any of the existing staff of the Chargor and to delegate to any person any of the powers hereby conferred on the Receiver; (gl) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (hm) to have access to and make use of any tool, equipment, premises and the accounting and other records of the Chargor and the services of its staff for all or any of the purposes aforesaid; (n) to transfer all or any of the Collateral and/or any of the liabilities of the Chargor to any other company or body corporate or person, whether or not formed or acquired for the purpose; (o) to grant leases, tenancies, licences and rights of user, grant renewals and accept surrenders of leases, tenancies, licences or rights of user, and to give to any Lessee(s) notice to quit or to remedy a breach of covenant or to otherwise reach agreements and make arrangements with, and to make allowances to, any lessees, tenants or other persons (including a new company formed pursuant to paragraph (g)) from whom any rents and profits may be receivable (including those relating to the grant of any licences, the review of rent in accordance with the terms of, and the variation of, the provisions of any leases, tenancies, licences or rights of user affecting the Collateral; (p) to manage and use the Collateral and to exercise and do (or permit the Chargor or any nominee of it to exercise and do) all such rights and things as the Receiver would be capable of exercising or doing if he were the absolute beneficial owner of the Collateral and in particular, without limitation, to exercise any rights of enforcing any Security Interest to entry into possession, foreclosure, sale or otherwise and to arrange for or provide all services which he may deem proper for the efficient management or use of the Collateral or the exercise of such rights; (q) to enforce any covenant in any Lease (whether existing at the time of the appointment of such Receiver or otherwise created in any manner) and to exercise any right of re-entry or to commence proceedings to recover possession whenever such right to re-enter the Property arises, whether out of the proviso for re-entry contained in any Lease or by virtue of a notice to quite or otherwise and in the exercise of the power of sale in relation to the Property, to enter into any deed of mutual covenant or grant of any rights, easements or privileges as it shall think fit and to enter into such deeds, contracts, stipulations and agreements and to execute and do all such assurances and things as it may deem expedient or necessary; [Asia Netcom Corporation Debenture] (r) for such consideration and on such terms as he may think fit, to purchase outright or acquire by leasing, hiring, licensing or otherwise, any land, buildings, plant, equipment, vehicles or materials or any other property, assets or rights of any description which he considers necessary or desirable for the carrying on, improvement or realisation of any business of the Chargor or otherwise for the benefit of the Collateral; (s) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the Finance Parties' security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor for all the purposes aforesaiddo.

Appears in 2 contracts

Samples: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)

Powers of Receiver. The Receiver shall be the agent of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation)otherwise, have power (exercisable without further notice):-notice) either in his own name or in the name of the relevant Chargor or otherwise and in such manner and upon such terms and conditions as the Receiver shall think fit and either alone or jointly with any other person: (a) to take possession of, collect and get in and give receipts for the Collateral; (b) to sell by public auction or private contract or otherwise dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the any Chargor or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Obligations. Plant, equipment and machinery and other Fixtures or any part there of may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting such premises sold without the consent of the Borrower or [Hong Kong Group Debenture] any Chargor; (c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may reasonably think fit the Collateral of an insurable nature in such manner in all respects as the Receiver may reasonably think fit and to maintain, renew or increase any Insurances in respect of the Collateral; (d) to institute, prosecute prosecute, submit to arbitration, negotiate, compromise, abandon, settle and defend any claims and proceedings in the name of the any Chargor or otherwise as may deem expedient; [Charge Over Deposit Account]seem expedient concerning the Collateral; (de) to make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Collateral; (f) to carry on or authorise or concur in the carrying on of the business of any Chargor or any part thereof and to manage and conduct the same without being responsible for loss or damage unless caused by his negligence or wilful default; (g) to form or promote the formation of companies with a view to the same purchasing all or any of the undertaking, property, assets and rights of any Chargor or otherwise; (h) to make calls, conditionally or unconditionally, on the members of any Chargor in respect of uncalled capital; (i) to redeem any an Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts and to perform, repudiate, rescind or vary any contract or arrangement to which a Chargor is a party in all such cases which the Receiver shall think expedient in the interests of the Security TrusteeFinance Parties; (ej) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to enter into bonds, covenants, guarantees, indemnities and other commitment and/or to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:-that: (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the any Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed;; [Hong Kong Group Debenture] (fk) to appoint managers, agents, officers, solicitors, accountants accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to dismiss any of the same or any of the existing staff of any Chargor and to delegate to any person any of the powers hereby conferred on the Receiver; (gl) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the each Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (hm) to have access to and make use of any tool, equipment, premises and the accounting and other records of any Chargor and the services of its staff for all or any of the purposes aforesaid; (n) to transfer all or any of the Collateral and/or any of the liabilities of any Chargor to any other company or body corporate or person, whether or not formed or acquired for the purpose; (o) to grant leases, tenancies, licences and rights of user, grant renewals and accept surrenders of leases, tenancies, licences or rights of user, and to give to any Lessee(s) notice to quit or to remedy a breach of covenant or to otherwise reach agreements and make arrangements with, and to make allowances to, any lessees, tenants or other persons (including a new company formed pursuant to paragraph (g)) from whom any rents and profits may be receivable (including those relating to the grant of any licences, the review of rent in accordance with the terms of, and the variation of, the provisions of any leases, tenancies, licences or rights of user affecting the Collateral); (p) to manage and use the Collateral and to exercise and do (or permit any Chargor or any nominee of it to exercise and do) all such rights and things as the Receiver would be capable of exercising or doing if he were the absolute beneficial owner of the Collateral and in particular, without limitation, to exercise any rights of enforcing any Security Interest to entry into possession, foreclosure, sale or otherwise and to arrange for or provide all services which he may deem proper for the efficient management or use of the Collateral or the exercise of such rights; (q) to enforce any covenant in any Lease (whether existing at the time of the appointment of such Receiver or otherwise created in any manner) and to exercise any right of re-entry or to commence proceedings to recover possession whenever such right to re-enter the Property arises, whether out of the proviso for re-entry contained in any Lease or by virtue of a notice to quite or otherwise and in the exercise of the power of sale in relation to the Property, to enter into any deed of mutual covenant or grant of any rights, easements or privileges as it shall think fit and to enter into such deeds, contracts, [Hong Kong Group Debenture] stipulations and agreements and to execute and do all such assurances and things as it may deem expedient or necessary. (r) for such consideration and on such terms as he may think fit, to purchase outright or acquire by leasing, hiring, licensing or otherwise, any land, buildings, plant, equipment, vehicles or materials or any other property, assets or rights of any description which he considers necessary or desirable for the carrying on, improvement or realisation of any business of any Chargor or otherwise for the benefit of the Collateral; (s) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the any Chargor is a party or under legislation or common law or to the realisation of the Finance Parties' security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor for all the purposes aforesaiddo.

Appears in 2 contracts

Samples: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)

Powers of Receiver. The Receiver shall be the agent of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation)otherwise, have power (exercisable without further notice):-notice) either in his own name or in the name of the relevant Chargor or otherwise and in such manner and upon such terms and conditions as the Receiver shall think fit and either alone or jointly with any other person: (a) to take possession of, collect and get in and give receipts for the Collateral; (b) to sell by public auction or private contract or otherwise dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the any Chargor or other legal or registered owner. Any consideration may be in the form of cash, debentures, shares, stock or other valuable consideration and may be payable immediately or by instalments spread over such period as the Receiver shall think fit and so that any consideration received in a form other than cash shall forthwith on receipt be and become charged with the payment of the Secured Obligations. Plant, equipment and machinery and other Fixtures or any part there of may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting such premises sold without the consent of the Borrower or any Chargor; (c) to insure and keep insured against loss or damage by such risks and contingencies as the Receiver may reasonably think fit the Collateral of an insurable nature in such manner in all respects as the Receiver may reasonably think fit and to maintain, renew or increase any Insurances in respect of the Collateral; (d) to institute, prosecute prosecute, submit to arbitration, negotiate, compromise, abandon, settle and defend any claims and proceedings in the name of the any Chargor or otherwise as may deem expedientseem expedient concerning the Collateral; [Charge Over Deposit AccountSingapore Group Debenture] (de) to make and effect all repairs, renewals, alterations, improvements and developments to or in respect of the Collateral; (f) to carry on or authorise or concur in the carrying on of the business of any Chargor or any part thereof and to manage and conduct the same without being responsible for loss or damage unless caused by his negligence or wilful default; (g) to form or promote the formation of companies with a view to the same purchasing all or any of the undertaking, property, assets and rights of any Chargor or otherwise; (h) to make calls, conditionally or unconditionally, on the members of any Chargor in respect of uncalled capital; (i) to redeem any an Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts and to perform, repudiate, rescind or vary any contract or arrangement to which a Chargor is a party in all such cases which the Receiver shall think expedient in the interests of the Security TrusteeFinance Parties; (ej) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to enter into bonds, covenants, guarantees, indemnities and other commitment and/or to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:-that: (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the any Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (fk) to appoint managers, agents, officers, solicitors, accountants accountants, auctioneers, brokers, architects, engineers, workmen or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to dismiss any of the same or any of the existing staff of any Chargor and to delegate to any person any of the powers hereby conferred on the Receiver; (gl) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the each Chargor shall forthwith on demand repay to the Receiver [Singapore Group Debenture] all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (hm) to have access to and make use of any tool, equipment, premises and the accounting and other records of any Chargor and the services of its staff for all or any of the purposes aforesaid; (n) to transfer all or any of the Collateral and/or any of the liabilities of any Chargor to any other company or body corporate or person, whether or not formed or acquired for the purpose; (o) to grant leases, tenancies, licences and rights of user, grant renewals and accept surrenders of leases, tenancies, licences or rights of user, and to give to any Lessee(s) notice to quit or to remedy a breach of covenant or to otherwise reach agreements and make arrangements with, and to make allowances to, any lessees, tenants or other persons (including a new company formed pursuant to paragraph (g)) from whom any rents and profits may be receivable (including those relating to the grant of any licences, the review of rent in accordance with the terms of, and the variation of, the provisions of any leases, tenancies, licences or rights of user affecting the Collateral); (p) to manage and use the Collateral and to exercise and do (or permit any Chargor or any nominee of it to exercise and do) all such rights and things as the Receiver would be capable of exercising or doing if he were the absolute beneficial owner of the Collateral and in particular, without limitation, to exercise any rights of enforcing any Security Interest to entry into possession, foreclosure, sale or otherwise and to arrange for or provide all services which he may deem proper for the efficient management or use of the Collateral or the exercise of such rights; (q) to enforce any covenant in any Lease (whether existing at the time of the appointment of such Receiver or otherwise created in any manner) and to exercise any right of re-entry or to commence proceedings to recover possession whenever such right to re-enter the Property arises, whether out of the proviso for re-entry contained in any Lease or by virtue of a notice to quit or otherwise and in the exercise of the power of sale in relation to the Property, to enter into any deed of mutual covenant or grant of any rights, easements or privileges as it shall think fit and to enter into such deeds, contracts, stipulations and agreements and to execute and do all such assurances and things as it may deem expedient or necessary; (r) for such consideration and on such terms as he may think fit, to purchase outright or acquire by leasing, hiring, licensing or otherwise, any land, buildings, plant, equipment, vehicles or materials or any other property, assets or rights of any description which he considers necessary or desirable for the carrying on, improvement or realisation of any business of any Chargor or otherwise for the benefit of the Collateral; (s) to do all such other acts and things as may be considered by the Receiver to be [Singapore Group Debenture] incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the any Chargor is a party or under legislation or common law or to the realisation of the Finance Parties' security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor for all the purposes aforesaiddo.

Appears in 2 contracts

Samples: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)

Powers of Receiver. The (a) Any Receiver appointed under Clause 6 shall have all the powers conferred on a receiver by law (save that Section 103 of the Law of Property Xxx 0000 shall not apply) and by way of addition and variation to but without limiting those powers: (i) the Receiver shall have all the powers given to the Beneficiary hereunder, shall be entitled to the agent same protection and to exercise the same powers and discretion as are given to the Beneficiary hereunder and shall also have such other of the Chargor powers and discretion given to the Chargor shall be solely responsible for Beneficiary hereunder as the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred Beneficiary may from time to time confer on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):- (a) to take possession of, collect and get in and give receipts for the Collateralhim; (bii) to dispose the remuneration of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer be fixed by the Collateral Beneficiary (acting reasonably), but shall be payable by the Grantor and shall, in any event, be secured on the name of the Chargor or other legal or registered owner; (c) to institute, prosecute and defend any proceedings in the name of the Chargor or otherwise as may deem expedient; [Charge Over Deposit Account] (d) to redeem any Security Interest (whether or not having priority to the security constituted by Charged Property under this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security Trustee; (e) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (iiiii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as expenses incurred by the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above its powers to expend such sums as the Receiver hereunder may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been be paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things as may be considered retained by the Receiver out of any moneys coming into its hands as receiver or may be paid by the Beneficiary in which case they shall be treated as expenses properly incurred by the Beneficiary. (b) Other than as required by applicable law, neither the Beneficiary nor the Receiver shall be liable to be incidental or conducive to any account as a Beneficiary in possession of the matters Charged Property or powers aforesaid on any other basis and neither the Beneficiary nor any Receiver shall be liable for any loss arising from or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to in connection with the realisation of the security created Charged Property or otherwise for any act, neglect, default or omission for which a Beneficiary in possession might be liable as such, unless, in each case, caused by the Beneficiary or the applicable Receiver’s gross negligence or wilful misconduct. (c) The foregoing powers of appointment of a Receiver shall be in addition and variation to any statutory or other powers of the Beneficiary under the Law of Property Xxx 0000 and the Receiver shall in any event have and be entitled to exercise all the rights, powers and remedies conferred upon the Beneficiary by this Deed and which by law with respect to the Receiver may lawfully do and to use the name of the Chargor for all the purposes aforesaidCharged Property.

Appears in 2 contracts

Samples: Vendor Loan Agreement, Vendor Loan Agreement (Hc2 Holdings, Inc.)

Powers of Receiver. The (a) Every Receiver appointed in accordance with Clause 12.1 (Appointment of Receiver) shall have and be the agent entitled to exercise all of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, powers set out in paragraph (b) of this Clause 12.2 in addition to those conferred by the Law of Property Xxx 0000 on any receiver appointed thereunder. If at any time there is more than one Receiver of all or any part of the Charged Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred on a Receiver under this Debenture individually and separately from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or each other statutory provision in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):- (a) to take possession of, collect and get in and give receipts for the Collateral;Receiver. (b) The powers referred to dispose in the first sentence of paragraph (a) of this Clause 12.2 above are: (i) Take Possession to take immediate possession of, get in and collect the Charged Assets or deal with any part thereof; (ii) Carry on Business to carry on the Collateral in business of the Chargor as such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered ownerfit; (ciii) Protection of Assets to institute, prosecute make and defend any proceedings effect all insurances and do all other acts which the Chargor might do in the name ordinary conduct of its business or is obliged to do under the terms of this Debenture as well for the protection as for the improvement of the Chargor Charged Assets and any permissions, consents or licences, in each case as such Receiver may in its absolute discretion think fit; (iv) Employees to appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes hereof upon such terms as to remuneration or otherwise as such Receiver may deem expedient; [Charge Over Deposit Account] (d) think proper and to redeem discharge any Security Interest (whether or not having priority to such persons appointed by the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security TrusteeChargor; (ev) Borrow Money for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and Debenture and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him such Receiver in the exercise thereof or for any other purpose in connection herewithpurpose, to raise and borrow money either unsecured or on the security of the Collateral Charged Assets or any part thereof either in priority to the security constituted by this Deed Debenture or otherwise and generally on such terms and conditions as he such Receiver may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (fvi) Sell Assets to appoint managerssell, agentsexchange, officersconvert into money and realise all or any part of the Charged Assets by public auction or private contract and generally in such manner and on such terms as such Receiver shall think proper. Without prejudice to the generality of the foregoing, solicitorssuch Receiver may do any of these things for a consideration consisting of cash, accountants debentures or other professional obligations, shares, stock or non-professional advisers, agents other valuable consideration and any such consideration may be payable in a lump sum or employees for any of the aforesaid purposes at by instalments spread over such salaries or for period as such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiverthink fit; (gvii) in the exercise of Compromise to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay or relating in any way to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid Charged Assets or incurred and until such repayment such sums together with such interest shall be secured by this Deedany part thereof; (hviii) Legal Actions to bring, prosecute, enforce, defend and abandon any actions, suits and proceedings in relation to the Charged Assets or any part thereof as may seem to such Receiver to be expedient; (ix) Receipts to give valid receipts for all moneys and execute all assurances and things which may be proper or desirable for realising the Charged Assets; (x) Subsidiaries to form a subsidiary or subsidiaries of the Chargor and transfer to any such subsidiary all or any part of the Charged Assets; and (xi) General Powers to do all such other acts and things as such Receiver may be considered by consider desirable or necessary for realising the Receiver to be Charged Assets or any part thereof or incidental or conducive to any of the matters matters, powers or powers aforesaid authorities conferred on a Receiver under or otherwise incidental or conducive by virtue of this Debenture; to exercise in relation to the exercise Charged Assets or any part thereof all such powers, authorities and things as such Receiver would be capable of any exercising if such Receiver were the absolute beneficial owner of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do same; and to use the name of the Chargor for all the purposes aforesaidor any of such purposes.

Appears in 1 contract

Samples: Debenture

Powers of Receiver. Every Receiver appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the terms of the Option Agreement, to exercise all of the powers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. The Receiver shall be have the agent power to do all things which, in the opinion of the Chargor Receiver, are incidental to any of the powers, functions, authorities or discretions conferred or vested in the Receiver pursuant to this Mortgage or upon receivers by applicable law generally (including, without limitation, the bringing or defending of proceedings in the name of, or on behalf of, the Mortgagor; the collection and/or realisation of Security Assets in such manner and on such terms as the Receiver sees fit; and the Chargor execution of documents in the name of the Mortgagor (whether under hand, or by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition entitled to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision exercise in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):-Mortgagor all the powers set out below: (a) to take possession of, collect exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and get in and give receipts for other rights attaching to the CollateralSecurity Assets; (b) to dispose of make any arrangement or deal compromise with the Collateral others over and/or in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit connection with full power to convey or otherwise transfer the Collateral in the name any of the Chargor or other legal or registered ownerSecurity Assets as he shall think fit; (c) to instituteappoint managers, prosecute officers and defend any proceedings in agents for the name of above purposes at such remuneration as the Chargor or otherwise as receiver may deem expedient; [Charge Over Deposit Account]determine; (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make prior encumbrance over and/or in connection with any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security TrusteeAssets and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver; (e) for to pay the purpose proper administrative charges in respect of exercising any time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or conditionMortgagor; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things as may be considered by the Receiver receiver to be incidental or conducive to any of the above matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party preservation, improvement or under legislation or common law or to the realisation of the security created by this Deed and which Security Assets or the value thereof. If at any time there is more than one Receiver of all or any part of the Security Assets, each such Receiver may lawfully do and to use the name (unless otherwise stated in any document appointing him) exercise all of the Chargor for all the purposes aforesaidpowers conferred on a Receiver under this Mortgage individually and separately from each other Receiver.

Appears in 1 contract

Samples: Commitment Letter (Central European Distribution Corp)

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Powers of Receiver. The Receiver shall be (i) To the agent of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers extent permitted by law or otherwise (but without to such lesser extent as may be permitted by the restrictions imposed by law terms of his or any ordinance or other statutory provision in relation to her appointment, the exercise of any power of sale or consolidation), receiver shall have power (exercisable without further notice):-power: (a1) to carry on or concur in carrying on the part of the business of the Mortgagor related to he Vessel; (2) to take possession ofof the Vessel, collect and get to sell or lease or concur in and give receipts for selling or leasing the CollateralVessel; (b) to dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of the Chargor or other legal or registered owner; (c) to institute, prosecute and defend any proceedings in the name of the Chargor or otherwise as may deem expedient; [Charge Over Deposit Account] (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security Trustee; (e3) for the purpose of exercising any of the powerssaid business, authorities to employ such agents, managers, solicitors, accountants, contractors, employees and discretions conferred on him by other persons as he or pursuant she sees fit; (4) to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall repair the Vessel as may be incurred by him necessary in the exercise thereof or event it becomes unserviceable; (5) for any other purpose in connection herewiththe purposes aforesaid, to raise and borrow money either unsecured or on the security of Vessel and to charge the Collateral either same by charges ranking in priority to or pari passu with or in subordination to the mortgages and charges created by this Deed or otherwise Mortgage Agreement and generally at such rate of interest and on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; andshe sees fit. (ii) no person lending such money shall Any receiver or receiver-manager appointed hereunder shall, so far as concerns responsibility for his or her acts, be concerned to enquire as to deemed the existence of such consent or the terms thereof or as to the propriety or purpose agent of the exercise of such power Mortgagor and the Mortgagee shall not be in any way responsible for any misconduct or to see to negligence on the application part of any money so raised such receiver or borrowed;receiver-manager. (fiii) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in Notwithstanding the exercise of any remedy by the Mortgagee, or the receipt of any moneys as a result thereof or otherwise, the above powers Mortgagor will receive credit only for the actual net amount of moneys received by the Mortgagee (after deducting all costs, charges and expenses to expend obtain such sums as moneys) and, without limiting any other of his or her rights at law, the Receiver Mortgagor shall pay any deficiency or balance that may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from any time to time determine from the time of the same remain unpaid hereunder after having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor given credit for all the purposes moneys received as aforesaid.

Appears in 1 contract

Samples: Loan Agreement (K-Sea Transportation Partners Lp)

Powers of Receiver. The (a) Every Receiver appointed in accordance with Clause 11.1 (Appointment of Receiver) shall have and be entitled to exercise all of the agent powers set out in paragraph (b) below in addition to those conferred by the Law of Property Act 0000 xx any receiver appointed thereunder. A Receiver who is an administrative receiver of the Chargor and shall have all the Chargor shall be solely responsible for powers of an administrative receiver under the Receiver's acts Insolvency Act 0000. Xf at any time there is more than one Receiver of all or defaults and for any part of the Receiver's remuneration and Security Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation a Receiver under this Deed individually and to the exercise exclusion of any power of sale or consolidation), have power (exercisable without further notice):- (a) to take possession of, collect and get in and give receipts for the Collateral;each other Receiver. (b) The powers referred to dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name first sentence of paragraph (a) above are: (i) TAKE POSSESSION to take immediate possession of, get in and collect the Chargor Security Assets or other legal or registered ownerany part thereof; (cii) PROTECTION OF ASSETS to institute, prosecute and defend any proceedings do all acts which the Chargor might do in the name ordinary conduct of its business as well for the protection as for the improvement of the Chargor Security Assets; (iii) EMPLOYEES to appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes hereof upon such terms as to remuneration or otherwise as he may deem expedient; [Charge Over Deposit Account] (d) think proper and to redeem discharge any Security Interest (whether or not having priority to such persons appointed by the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security TrusteeChargor; (eiv) BORROW MONEY for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewithpurpose, to raise and borrow money either unsecured or on the security of the Collateral Security Assets or any part thereof either in priority to the security constituted by this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (fv) SELL ASSETS to appoint managerssell, agentsexchange, officersconvert into money and realise all or any part of the Security Assets by public auction or private contract and generally in such manner and on such terms as he shall think proper. Without prejudice to the generality of the foregoing he may do any of these things for a consideration consisting of cash, solicitors, accountants debentures or other professional obligations, shares, stock or non-professional advisers, agents other valuable consideration and any such consideration may be payable in a lump sum or employees for any of the aforesaid purposes at by installments spread over such salaries or for such remuneration and for such periods period as the Receiver he may determine and to delegate to any person any of the powers hereby conferred on the Receiverthink fit; (gvi) in the exercise of COMPROMISE to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay or relating in any way to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid Assets or incurred and until such repayment such sums together with such interest shall be secured by this Deedany part thereof; (hvii) LEGAL ACTIONS to bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the Security Assets or any part thereof as may seem to him to be expedient; (viii) RECEIPTS to give valid receipts for all moneys and execute all assurances and things which may be proper or desirable for realising the Security Assets; and (ix) GENERAL POWERS to do all such other acts and things as he may be considered by consider desirable or necessary for realising the Receiver to be Security Assets or any part thereof or incidental or conducive to any of the matters matters, powers or powers aforesaid authorities conferred on a Receiver under or otherwise incidental or conducive by virtue of this Deed, to exercise in relation to the exercise Security Assets or any part thereof all such powers, authorities and things as he would be capable of any exercising if he were the absolute beneficial owner of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do same and to use the name of the Chargor for all the purposes aforesaidor any such purposes.

Appears in 1 contract

Samples: Mortgage of Shares (Ero Marketing Inc)

Powers of Receiver. The Each Receiver appointed under this Deed shall be have (subject to any limitations or restrictions which the agent of Security Agent may incorporate in the Chargor and deed or instrument appointing it) all the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise the Law of Property Act 1925 and the Insolvency Act 1986 (but without each of which is deemed incorporated in this Deed), so that the restrictions imposed by law or any ordinance or other statutory provision powers set out in relation schedule 1 to the exercise Insolvency Act 1986 shall extend to every Receiver, whether or not an administrative receiver. In addition, notwithstanding any liquidation of any power of sale or consolidation)the Chargor, each Receiver shall have power (exercisable without further notice):-to: (a) exercise all voting and other rights attaching to take possession ofthe Shares owned by the Chargor and comprised in the Charged Property, collect but only following a written notification from either the Receiver or the Security Agent to the Chargor stating that the Security Agent shall exercise all voting rights in respect of the Shares owned by the Chargor and get comprised in and give receipts for the CollateralCharged Property; (b) redeem any prior Security on or relating to dispose the Charged Property and settle and pass the accounts of or deal with the Collateral in such mannerperson entitled to that prior Security, for such consideration so that any accounts so settled and generally on such terms and passed shall (subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of any manifest error) be conclusive and binding on the Chargor or other legal or registered ownerand the money so paid shall be deemed to be an expense properly incurred by the Receiver; (c) settle any claims, accounts, disputes, questions and demands with or by any person who is or claims to institute, prosecute and defend any proceedings in the name be a creditor of the Chargor or otherwise as may deem expedientrelating to any of the Charged Property; [Charge Over Deposit Account]and (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security Trustee; (e) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver considers to be incidental or conducive to any of the matters or powers aforesaid in this Clause 12.2, or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party preservation, improvement or under legislation or common law or to the realisation of the security created by this Deed Charged Property, and which the Receiver may lawfully do and to use the name of the Chargor for all such purposes, and in each case may use the purposes aforesaidname of the Chargor and exercise the relevant power in any manner which they may think fit.

Appears in 1 contract

Samples: Share Charge and Receivables Assignment Agreement

Powers of Receiver. The Each Receiver appointed under this Deed shall be have (subject to any limitations or restrictions which the agent of Security Agent may incorporate in the Chargor and deed or instrument appointing it) all the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition to all powers conferred from time to time on mortgagees or receivers by law or otherwise the Law of Property Xxx 0000 and the Insolvency Xxx 0000 (but without each of which is deemed incorporated in this Deed), so that the restrictions imposed by law or any ordinance or other statutory provision powers set out in relation schedule 1 to the exercise Insolvency Xxx 0000 shall extend to every Receiver, whether or not an administrative receiver. In addition, notwithstanding any liquidation of any power of sale or consolidation)the Chargor, each Receiver shall have power (exercisable without further notice):-to: (a) exercise all voting and other rights attaching to take possession ofthe Shares owned by the Chargor and comprised in the Charged Property, collect but only following a written notification from either the Receiver or the Security Agent to the Chargor stating that the Security Agent shall exercise all voting rights in respect of the Shares owned by the Chargor and get comprised in and give receipts for the CollateralCharged Property; (b) redeem any prior Security on or relating to dispose the Charged Property and settle and pass the accounts of or deal with the Collateral in such mannerperson entitled to that prior Security, for such consideration so that any accounts so settled and generally on such terms and passed shall (subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name of any manifest error) be conclusive and binding on the Chargor or other legal or registered ownerand the money so paid shall be deemed to be an expense properly incurred by the Receiver; (c) settle any claims, accounts, disputes, questions and demands with or by any person who is or claims to institute, prosecute and defend any proceedings in the name be a creditor of the Chargor or otherwise as may deem expedientrelating to any of the Charged Property; [Charge Over Deposit Account]and (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security Trustee; (e) for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver considers to be incidental or conducive to any of the matters or powers aforesaid in this Clause 10.2, or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party preservation, improvement or under legislation or common law or to the realisation of the security created by this Deed Charged Property, and which the Receiver may lawfully do and to use the name of the Chargor for all such purposes, and in each case may use the purposes aforesaidname of the Chargor and exercise the relevant power in any manner which he may think fit.

Appears in 1 contract

Samples: Deed of Charge

Powers of Receiver. Every Receiver appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the terms of the Option Agreement, to exercise all of the powers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. The Receiver shall be have the agent power to do all things which, in the opinion of the Chargor Receiver, are incidental to any of the powers, functions, authorities or discretions conferred or vested in the Receiver pursuant to this Mortgage or upon receivers by applicable law generally (including, without limitation, the bringing or defending of proceedings in the name of, or on behalf of, the Mortgagor; the collection and/or realisation of the Enforcement Security Assets in such manner and on such terms as the Receiver sees fit; and the Chargor execution of documents in the name of the Mortgagor (whether under hand, or by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition entitled to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision exercise in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):-Mortgagor all the powers set out below: (a) to take possession of, collect exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and get in and give receipts for other rights attaching to the CollateralEnforcement Security Assets; (b) to dispose of make any arrangement or deal compromise with the Collateral others over and/or in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit connection with full power to convey or otherwise transfer the Collateral in the name any of the Chargor or other legal or registered ownerEnforcement Security Assets as he shall think fit; (c) to instituteappoint managers, prosecute officers and defend any proceedings in agents for the name of above purposes at such remuneration as the Chargor or otherwise as receiver may deem expedient; [Charge Over Deposit Account]determine; (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient prior encumbrance over and/or in the interests of the Security Trustee; (e) for the purpose of exercising connection with any of the powers, authorities Enforcement Security Assets and discretions conferred on him by or pursuant to this Deed settle and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in pass the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security accounts of the Collateral either in priority to this Deed or otherwise encumbrancer and generally on such terms any accounts so settled and conditions as he may think fit provided that:- passed shall (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (iimanifest error) no person lending such be conclusive and binding on the Mortgagor and the money so paid shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or deemed an expense properly incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things as may be considered by the Receiver to be incidental or conducive to any of the matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do and to use the name of the Chargor for all the purposes aforesaid.receiver;

Appears in 1 contract

Samples: Commitment Letter (Central European Distribution Corp)

Powers of Receiver. Every Receiver appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the terms of the Option Agreement, to exercise all of the powers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. The Receiver shall be have the agent power to do all things which, in the opinion of the Chargor Receiver, are incidental to any of the powers, functions, authorities or discretions conferred or vested in the Receiver pursuant to this Mortgage or upon receivers by applicable law generally (including, without limitation, the bringing or defending of proceedings in the name of, or on behalf of, the Mortgagor; the collection and/or realisation of the Enforcement Security Assets in such manner and on such terms as the Receiver sees fit; and the Chargor execution of documents in the name of the Mortgagor (whether under hand, or by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, in addition entitled to all powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision exercise in relation to the exercise of any power of sale or consolidation), have power (exercisable without further notice):-Mortgagor all the powers set out below: (a) to take possession of, collect exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and get in and give receipts for other rights attaching to the CollateralEnforcement Security Assets; (b) to dispose of make any arrangement or deal compromise with the Collateral others over and/or in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit connection with full power to convey or otherwise transfer the Collateral in the name any of the Chargor or other legal or registered ownerEnforcement Security Assets as he shall think fit; (c) to instituteappoint managers, prosecute officers and defend any proceedings in agents for the name of above purposes at such remuneration as the Chargor or otherwise as receiver may deem expedient; [Charge Over Deposit Account]determine; (d) to redeem any Security Interest (whether or not having priority to the security constituted by this Deed) and make prior encumbrance over and/or in connection with any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Enforcement Security TrusteeAssets and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver; (e) for to pay the purpose proper administrative charges in respect of exercising any time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the powers, authorities and discretions conferred on him by or pursuant to this Deed and of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewith, to raise and borrow money either unsecured or on the security of the Collateral either in priority to this Deed or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or conditionMortgagor; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (f) to appoint managers, agents, officers, solicitors, accountants or other professional or non-professional advisers, agents or employees for any of the aforesaid purposes at such salaries or for such remuneration and for such periods as the Receiver may determine and to delegate to any person any of the powers hereby conferred on the Receiver; (g) in the exercise of any of the above powers to expend such sums as the Receiver may think fit and the Chargor shall forthwith on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deed; (h) to do all such other acts and things as may be considered by the Receiver receiver to be incidental or conducive to any of the above matters or powers aforesaid or otherwise incidental or conducive to the exercise of any of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party preservation, improvement or under legislation or common law or to the realisation of the security created by this Deed and which Enforcement Security Assets or the value thereof. If at any time there is more than one Receiver of all or any part of the Enforcement Security Assets, each such Receiver may lawfully do and to use the name (unless otherwise stated in any document appointing him) exercise all of the Chargor for all the purposes aforesaidpowers conferred on a Receiver under this Mortgage individually and separately from each other Receiver.

Appears in 1 contract

Samples: Commitment Letter (Central European Distribution Corp)

Powers of Receiver. The (a) Every Receiver appointed in accordance with Clause 14.1 shall have and be the agent entitled to exercise all of the Chargor and the Chargor shall be solely responsible for the Receiver's acts or defaults and for the Receiver's remuneration and the Receiver shall, powers set out in paragraph (b) below in addition to those conferred by the Law of Property Act 0000 xx any receiver appointed thereunder. A Receiver who is an administrative receiver of any Chargor shall have all the powers of an administrative receiver under the Insolvency Act 0000. Xx at any time there is more than one Receiver of all or any part of the Security Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred from time to time on mortgagees or receivers by law or otherwise (but without the restrictions imposed by law or any ordinance or other statutory provision in relation a Receiver under this Debenture individually and to the exercise exclusion of any power of sale or consolidation), have power (exercisable without further notice):- (a) to take possession of, collect and get in and give receipts for the Collateral;each other Receiver. (b) The powers referred to dispose of or deal with the Collateral in such manner, for such consideration and generally on such terms and subject to such conditions as the Receiver may think fit with full power to convey or otherwise transfer the Collateral in the name first sentence of paragraph (a) above are: (i) TAKE POSSESSION to take immediate possession of, get in and collect the Chargor Security Assets or other legal or registered ownerany part thereof; (cii) CARRY ON BUSINESS to institute, prosecute carry on the business of such Chargor as he may think fit; (iii) PROTECTION OF ASSETS to make and defend any proceedings effect all repairs and insurances and do all other acts which such Chargor might do in the name ordinary conduct of its business as well for the protection as for the improvement of the Chargor Security Assets and to commence and/or complete any building operations on the Mortgaged Property and to apply for and maintain any planning permissions, building regulation approvals and any other permissions, consents or licences, in each case as he may in his absolute discretion think fit; (iv) EMPLOYEES to appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes hereof upon such terms as to remuneration or otherwise as he may deem expedient; [Charge Over Deposit Account] (d) think proper and to redeem discharge any Security Interest (whether or not having priority to the security constituted such persons appointed by this Deed) and make any arrangement, settlement or compromise or enter into any contracts which the Receiver shall think expedient in the interests of the Security Trusteesuch Chargor; (ev) BORROW MONEY for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and Debenture and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose in connection herewithpurpose, to raise and borrow money either unsecured or on the security of the Collateral Security Assets or any part thereof either in priority to the security constituted by this Deed Debenture or otherwise and generally on such terms and conditions as he may think fit provided that:- (i) no Receiver shall exercise such power without first obtaining the written consent of the Security Trustee and the Finance Parties shall incur no liability to the Chargor or any other person by reason of its giving or refusing such consent whether absolutely or subject to any limitation or condition; and (ii) no person lending such money shall be concerned to enquire as to the existence of such consent or the terms thereof or as to the propriety or purpose of the exercise of such power or to see to the application of any money so raised or borrowed; (fvi) SELL ASSETS to appoint managerssell, agentsexchange, officersconvert into money and realise all or any part of the Security Assets (including, solicitorswithout limitation, accountants or other professional or non-professional advisers, agents or employees for to sell any of the aforesaid purposes at Mortgaged Property) by public auction or private contract and generally in such salaries or for manner and on such remuneration and for such periods terms as he shall think proper. Without prejudice to the Receiver generality of the foregoing he may determine and to delegate to any person do any of these things for a consideration consisting of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as he may think fit. Fixtures, other than landlords' fixtures, may be severed and sold separately from the powers hereby conferred on property containing them without the Receiverconsent of such Chargor; (gvii) in LEASES to let all or any part of the exercise Security Assets for such term and at such rent (with or without a premium) as he may think proper and to accept a surrender of any of the above powers to expend lease or tenancy thereof on such sums terms as the Receiver he may think fit and (including the Chargor shall forthwith payment of money to a lessee or tenant on demand repay to the Receiver all sums so expended together with interest thereon at such rates as the Security Trustee may from time to time determine from the time of the same having been paid or incurred and until such repayment such sums together with such interest shall be secured by this Deeda surrender); (hviii) COMPROMISE to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of such Chargor or relating in any way to the Security Assets or any part thereof; (ix) LEGAL ACTIONS to bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the Security Assets or any part thereof as may seem to him to be expedient; (x) RECEIPTS to give valid receipts for all moneys and execute all assurances and things which may be proper or desirable for realising the Security Assets; (xi) SUBSIDIARIES to form a subsidiary or subsidiaries of such Chargor and transfer to any such subsidiary all or any part of the Security Assets; and (xii) GENERAL POWERS to do all such other acts and things as he may be considered by consider desirable or necessary for realising the Receiver to be Security Assets or any part thereof or incidental or conducive to any of the matters matters, powers or powers aforesaid authorities conferred on a Receiver under or otherwise incidental or conducive by virtue of this Debenture, to exercise in relation to the exercise Security Assets or any part thereof all such powers, authorities and things as he would be capable of any exercising if he were the absolute beneficial owner of the rights conferred on the Receiver under any Finance Document to which the Chargor is a party or under legislation or common law or to the realisation of the security created by this Deed and which the Receiver may lawfully do same and to use the name of the such Chargor for all the purposes aforesaidor any of such purposes.

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Samples: Debenture (Getty Images Inc)

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