Powers of Receiver. A Receiver, without the need for any consent from the Trustee, has all of the following powers in addition to any of the other powers conferred by this Deed: (a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage the Charged Property; (b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars; (c) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property; (d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised; (e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty; (f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property in the name and on behalf of the Trustee or otherwise and to do all other acts and things for implementing and completing any such sale that the Receiver deems necessary; (g) (To give up possession): to give up possession of the Charged Property at any time; (h) (To invest proceeds against contingencies): if any of the Secured Moneys are contingent, to invest deposit or hold any part of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;
Appears in 2 contracts
Samples: Security Trust Deed (Securitisation Advisory Services Pty LTD), Security Trust Deed (Securitisation Advisory Services Pty LTD)
Powers of Receiver. A Receiver, without Any Receiver of the need for Guarantor and/or the Charged Property or any consent from part thereof appointed by the Bond Trustee, has all of the following powers in addition to any of the other powers conferred on a Receiver by this Deedstatute or common law or equity, will have the following powers:
(a) (To take possession): to enter, take possession of, have access to, make use of get in and collect and manage the Charged PropertyProperty (or such part thereof in respect of which it may be appointed) or any part thereof including income whether accrued before or after the date of his appointment;
(b) to carry on, manage, concur in or authorise the management of, or appoint a manager of, the whole or any part of the business of the Guarantor;
(To collect moneys): c) to convertsell, liquidate and reduce exchange, license, surrender, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with the whole or any part of the Charged Property into money andor any interest in the Charged Property or any part thereof for such consideration (if any) and upon such terms (including by deferred payment or payment by instalments) as it may think fit and to concur in any such transaction;
(d) to sell or concur in selling the whole or any part of the Guarantor’s business whether as a going concern or otherwise;
(e) to appoint, except engage, dismiss or vary the terms of employment of any employees, officers, managers, agents and advisers of the Guarantor upon such terms as provided to remuneration and otherwise and for such periods as he may determine;
(f) to insure, protect, maintain, repair, alter, improve, replace, exploit, add to and develop or concur in clause 13.6so doing, the Charged Property or any part thereof in any manner and for any purpose whatsoever;
(g) in connection with the exercise or the proposed exercise of any of its powers or in order to obtain payment of its remuneration (whether or not it is already payable), to convert borrow or raise money from any Person, including the Bond Trustee, without security or on the security of any of the Charged Property denominated and generally in a Foreign Currency into Australian dollarssuch manner and on such terms as it may think fit;
(ch) to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Charged Property or any part thereof;
(To carry i) to transfer all or any of the Charged Property and/or any of the liabilities of the Guarantor to any other company or body corporate, whether or not formed or acquired for such purpose, provided that such Charged Property remain subject to the Security;
(j) to sell on business): to carry on or concur in carrying on any business then conducted by the Trustee condition and to effect all insurances grant rights and do all acts which options over the Trustee might do whole or any part of the Charged Property and (with or without consideration) to rescind, surrender or disclaim or accept or agree to accept surrenders or disclaimers of agreements relating to or affecting any of the Charged Property in such circumstances, to such Persons (including, without limitation, to the ordinary course Bond Trustee), for such purposes and upon such terms whatsoever as it may think fit and also to vary the terms of such business for the protection or improvement any contract affecting any of the Charged Property;
(dk) to redeem, discharge or compromise any Encumbrance from time to time having priority to or ranking pari passu with this Agreement;
(To borrow l) to effect or raise money): maintain indemnity insurance and other insurance and obtain bonds and performance guarantees;
(m) in connection with the exercise of any of its powers, to borrow execute or raise in any way from the Security Trustee do, or any other person any moneys which may cause or authorise to be required for the purposes referred to in this Deed and executed or done, on behalf of or in the name of the Trustee Guarantor or otherwise otherwise, as it may think fit, all documents, receipts, registrations, acts or things which it may consider appropriate;
(n) to secure exercise any moneys so borrowed powers, discretions, voting, conversion or raised by the grant other rights or entitlements in relation to any of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as incidental to the necessity ownership of or propriety rights in or to any of the Charged Property and to complete or effect any such borrowing transaction entered into by the Guarantor and complete, disclaim, abandon or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for modify all or any of the purposes outstanding contracts or arrangements of the Guarantor relating to or affecting the Charged Property;
(o) to delegate its powers by way of power of attorney or in any other manner to any Person any right, power or discretion exercisable by it under or pursuant to this Deed referred Agreement on the terms (including the power to at sub-delegate) and subject to any regulations which such salaries or remuneration as the Receiver thinks may think fit and without the need for further enquiry and, without thereby incurring such Receiver will not be liable or responsible in any liability way to the TrusteeGuarantor or the Bond Trustee for any loss or liability arising from any dishonesty, may act upon such person's advice as to bad faith, wilful misconduct, gross negligence or reckless disregard on the timing of or any incident or term part of any sale including such delegate or sub-delegate;
(p) generally to carry out, or cause or authorise to be carried out, any transaction, scheme or arrangement whatsoever, whether similar or not to any of the foregoing, in relation to the Charged Property should be offered for sale by auction which it may consider expedient as effectually as if he were solely and as absolutely entitled to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treatyCharged Property;
(fq) in addition:
(To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property in the name and on behalf of the Trustee or otherwise and i) to do all other acts and things which it may consider desirable or necessary for implementing and completing realising any such sale that the Receiver deems necessary;
(g) (To give up possession): to give up possession of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if or incidental or conducive to any of the Secured Moneys are contingentrights, powers or discretions conferred on a Receiver under or by virtue of this Agreement; and
(ii) to invest deposit exercise in relation to any Charged Property all the powers, authorities and things which it would be capable of exercising if he were the absolute beneficial owner of the same, and may use the name of the Guarantor for any of the above purposes; and
(r) to pay and discharge out of the profits and income of the relevant Charged Property and the funds to be made by it in carrying on the business of the Guarantor the expenses incurred in and about the carrying on and management of the business or hold in the exercise of any of the powers conferred by this Section 9.6 or otherwise in respect of such Charged Property and all outgoings which it will think fit to pay and to apply the residue of the said profits, income or funds in the manner provided by Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) hereof. The Bond Trustee may pay over to a Receiver any funds constituting part of the Charged Property in such form or in such mode of investment to the extent that the same may be applied for the time being as purposes referred to in Article 6 (Payments out of the Guarantor Accounts Upon Enforcement) by such Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits and the Bond Trustee may from time to time until determine what funds such part Receiver will be at liberty to keep in hand with a view to the performance of his duties as such Receiver. All distributions of funds made by the Receiver will be applied for the purposes referred to in Article 6 (Payments out of the Secured Moneys cease to be contingent;Guarantor Accounts upon Enforcement).
Appears in 2 contracts
Samples: Security Agreement (Scotiabank Covered Bond Guarantor Limited Partnership), Security Agreement (Bank of Nova Scotia /)
Powers of Receiver. A Each Receiver appointed under this Debenture shall have (subject to any limitations or restrictions which the Security Agent may incorporate in the deed or instrument appointing it) all the powers conferred from time to time on receivers by the Law of Property Act 1925 and the Insolvency Act 1986 (each of which is deemed incorporated in this Debenture), so that the powers set out in Schedule 1 to the Insolvency Act 1986 shall extend to every Receiver, without the need for whether or not an administrative receiver. In addition, notwithstanding any consent from the Trustee, has all liquidation of the relevant Chargor, each Receiver shall have the following rights, powers in addition to any of the other powers conferred by this Deedand discretions:
(a) all the rights conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in possession and on any receiver appointed under the Law of Property Act 1925;
(To b) all the rights expressed to be conferred upon the Security Agent in this Debenture and all the rights to release the Charged Property from the Security conferred upon the Security Agent in the Secured Debt Documents;
(c) to take possession): to enter, take immediate possession of, have access to, make use of get in and collect any Charged Property and to require payment to it or to the Security Agent of any monetary claims or credit balance on any Account;
(d) to manage or carry on any part of the business of the relevant Chargor;
(e) to enter into, vary or cancel any contracts on any terms or conditions;
(f) to incur any liability on any terms, whether secured or unsecured, and whether to rank for payment in priority to this security or not;
(g) to sell, transfer, assign, exchange, hire out, lend, licence, convert into money and realise any Charged Property by public offer or auction, tender or private contract and for a consideration of any kind (which may be payable in a lump sum or by instalments spread over any period or deferred);
(h) to bring, prosecute, enforce, defend and abandon any action, suit and proceedings in relation to any Charged Property or any business of that Chargor;
(i) to give a valid receipt for any moneys and execute any assurance or thing which may be necessary or desirable for realising any Charged Property;
(j) to establish subsidiaries to acquire interests in any of the Charged Property and/or arrange for those subsidiaries to trade or cease to trade and acquire any of the Charged Property on any terms and conditions;
(k) to make and effect all repairs, renewals and improvements to any of the Charged Property and maintain, renew, take out or increase insurances;
(l) to exercise all voting and other rights attaching to the Shares or Investments and stocks, shares and other securities owned by the relevant Chargor and comprised in the Charged Property, but only following a written notification from either the Receiver or the Security Agent to the relevant Chargor stating that the Security Agent shall exercise all voting rights in respect of the Shares or Investments and stocks, shares and other securities owned by the relevant Chargor and comprised in the Charged Property;
(bm) (To collect moneys): to convert, liquidate and reduce redeem any prior Security on or relating to the Charged Property into and settle and pass the accounts of the person entitled to that prior Security, so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the relevant Chargor and the money andso paid shall be deemed to be an expense properly incurred by the Receiver;
(n) to appoint, except as provided in clause 13.6hire, to convert employ and discharge officers, employees, contractors, agents, advisors and others for any of the purposes of this Debenture and/or to guard or protect the Charged Property denominated in a Foreign Currency into Australian dollarsupon terms as to remuneration or otherwise as they may think fit;
(co) (To carry on business): to carry on settle any claims, accounts, disputes, questions and demands with or concur in carrying on by any business then conducted by person who is or claims to be a creditor of the Trustee and relevant Chargor or relating to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement any of the Charged Property;
(dp) (To borrow or raise money): to borrow or raise in effect any way from the Security Trustee or insurance and do any other person any moneys act which may be required for the purposes referred to in this Deed and a Chargor might do in the name ordinary conduct of the Trustee its business to protect or otherwise to secure improve any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property in each case as he considers fit;to exercise in relation to any Charged Property all the name powers, authorities and on behalf things which he would be capable of exercising if he were the Trustee or otherwise and absolute beneficial owner of that Charged Property; and
(q) to do all other acts and things for implementing (including signing and completing any such sale that executing all documents and deeds) as the Receiver deems necessary;
(g) (To give up possession): considers to give up possession be incidental or conducive to any of the matters or powers in this Clause 13.2, or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if any Property, and use the name of the Secured Moneys are contingentrelevant Chargor for all such purposes, to invest deposit or hold and in each case may use the name of any part of Chargor and exercise the Charged Property relevant power in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks any manner which they may think fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;.
Appears in 2 contracts
Powers of Receiver. A Receiver, without Every receiver so appointed has (subject to the need for expiry of any consent from the Trustee, has all of applicable notice period required by law) the following powers in addition to:
(i) take possession: take possession of the collateral and to exercise and enforce all or any of the other powers conferred by this Deed:
(a) (To take possession): to enterpowers, take possession ofrights, have access to, make use remedies and charges of and collect and manage the Charged Propertysecurity holder in respect of the collateral in each case either immediately upon appointment or at any time thereafter;
(bii) (To collect moneys): to convert, liquidate carry on business and reduce the Charged Property into money and, except as provided in clause 13.6, to convert borrow: carry on any business of the Charged Property denominated party granting the security and if necessary to borrow or raise any moneys which the receiver may require for that purpose and to secure the same with interest by instrument or charge in a Foreign Currency into Australian dollarspriority or subsequent to the secured moneys and otherwise as the receiver may consider expedient;
(ciii) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee repair and to maintain: make and effect all insurances purchases, repairs and insurance and do all other acts which the Trustee party granting the security might do in the ordinary course conduct of such its business as well for the protection or as for the improvement of the Charged Propertycollateral;
(div) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required appoint agents: appoint, discharge, and if thought fit, re−appoint solicitors, accountants, managers, officers and agents for the purposes referred to in of this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to instrument at such salaries salary or remuneration as the Receiver thinks fit and without receiver may determine after consultation with the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treatysecurity holder;
(fv) (To sell property): to collateral: sell all or concur in selling whether any part or not the Receiver has taken possession parts of the Charged Property, by public auction, private treaty or tender, for cash or collateral in such manner and on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind receiver thinks fit;
(vi) leasing powers: let or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of bail all or any part of the Charged Property collateral for such term at such rent and upon and subject to such terms and conditions as the receiver thinks fit;
(vii) compromise: compromise, submit to arbitration or to any other dispute resolution process, and settle any accounts, claims, questions or disputes by or against the party granting the security or touching or concerning the business of the party granting the security in any proceeding;
(viii) proceedings: take and prosecute, defend, compromise or settle such proceedings and arbitration as the receiver thinks necessary or expedient and to use the name of the party granting the security in any proceeding;
(ix) sign and give receipts: give valid receipts for all moneys and execute and do all assurances, instruments, acts, deeds, matters and things which the receiver thinks proper;
(x) sign on behalf of the party giving security: execute in the name and on behalf of the Trustee party granting theAsDecLuSr1it8y2a6l3l mortgages, transfers, assignments, leases, bailment, deeds and assurances necessary to vest in any security holder, purchaser, assignee, lessee or otherwise and to do all other acts and things for implementing and completing any such sale that bailee the Receiver deems necessary;
(g) (To give up possession): to give up possession of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if any of the Secured Moneys are contingent, to invest deposit whole or hold any part of the Charged Property collateral which may be mortgaged, sold, assigned, let or bailed and to execute all such other deeds, instruments and writings in such form relation to any of the powers given by this instrument or at law as may in such mode the receiver's opinion be necessary or expedient;
(xi) act in the name of investment the party giving security: use the name of the party granting the security for all or any of the time being as purposes of this clause 25 including all its subclauses;
(xii) vary contracts: assent to any modifications of any contract or arrangement which may then be subsisting in respect of the Receiver in its absolute discretion thinks fit, with like power to vary, transpose party granting the security's business or re-invest such investments or deposits from time to time until such any part of the Secured Moneys cease collateral;
(xiii) enforce rights: exercise and enforce all such powers, rights, remedies and authorities as the party granting the security itself might exercise over or in relation to its property and assets whilst a going concern and notwithstanding that the party granting the security may be in the process of liquidation;
(xiv) act as if owner of collateral: do or cause to be contingentdone such acts and things respecting the business and the collateral as the receiver might do or cause to be done if the receiver had absolute ownership of the collateral and carried on the business for the receiver's own benefit without being answerable for any resultant loss or damage;
(xv) delegate: delegate all or any of the powers conferred upon the receiver by this instrument at any time or times;
(xvi) retain moneys for receiver's expenses: retain out of any moneys received by the receiver any moneys due for the receiver's expenses and remuneration in respect of the receiver's services as receiver; and
(xvii) call up capital: call up all or any portion of the unpaid capital of the party granting the security and/or to enforce the payment of any calls.
Appears in 1 contract
Samples: General Security Agreement
Powers of Receiver. A Receiver, without Receiver so appointed shall be the need for any consent from the Trustee, has all agent of the following powers in addition to any of Chargor and the other powers conferred by this DeedChargor shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have power:
(ai) (To take possession): Entry onto land : to enter, enter into and take possession of, have access to, make use of and or control any land or premises of the Chargor or any part thereof or collect and manage get in any Charged Property and for that purpose to take any proceedings in the Charged Property;name of the Chargor or otherwise as may seem expedient:
(bii) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry Carry on business): business : to carry on on, manage or concur in carrying on and managing the business of the Chargor or any part thereof including the power where the Chargor has one or more subsidiaries of supervising, controlling and financing such subsidiary or subsidiaries and its or their business then conducted or businesses and the conduct thereof and for any of those purposes to raise or borrow any money from the Lender or any other person to rank for payment in priority to the security constituted by or pursuant to this Debenture and with or without a mortgage or charge that may be required upon the Trustee and to effect all insurances and do all acts which security of the Trustee might do in the ordinary course of such business for the protection whole or improvement any part of the Charged Property;
(diii) (To borrow Call on Shares : where any capital in respect of any such capital or raise money): shares of the Chargor is outstanding and uncalled to borrow require the directors of the Chargor forthwith to call up all or raise in so much of such uncalled capital of the Chargor and to enforce payment of calls so made and any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and previous unpaid calls by taking proceedings in the name of the Trustee Chargor or his own name or otherwise as may seem expedient and as may be sufficient to secure pay to the Lender all moneys then due and owing hereunder,
(iv) Sell or Lease Property : forthwith and without restriction to sell, lease, surrender or otherwise dispose of or agree in selling, leasing, accepting surrenders or otherwise disposing (obtaining only when and where necessary the leave of the Court) of the whole or any moneys so borrowed or raised by the grant part of any Security Interest over the Charged Property and for this purpose. (0 sever. if necessary, plant, machinery and other fixtures from the land) by public auction or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Propertycontract on such term and conditions as he may think fit, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible answerable for any loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property in the name and on behalf of the Trustee or otherwise and to do all other acts and things for implementing and completing occasioned thereby; any such sale that the Receiver deems necessary;
(g) (To give up possession): may be for cash, shares or stocks, debenture stock or other valuable consideration to give up possession of the Charged Property be paid or satisfied at any time;
(h) (To invest proceeds against contingencies): if any of the Secured Moneys are contingent, to invest deposit such time or hold any part of the Charged Property in such form or in such mode of investment for the time being times as the Receiver in its absolute discretion thinks shall think fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;
Appears in 1 contract
Samples: Debenture (Astrata Group Inc)
Powers of Receiver. A ReceiverAny receiver appointed by Xxxxxx Micro may be any person or persons, without and Xxxxxx Micro may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall act as agent for Xxxxxx Micro for the need for any consent from the Trustee, has all purposes of taking possession of the following powers in addition to Collateral, and (except as provided below) as agent for the Customer for all other purposes, including without limitation the occupation of any premises of the other powers conferred by this DeedCustomer and in carrying on the Customer's business. For the purposes of realizing upon the Security Interest, the Receiver may sell, lease, or otherwise dispose of Collateral as agent for the Customer or as agent for Xxxxxx Micro as it may determine in its discretion. The Customer agrees to ratify and confirm all actions of the Receiver acting as agent for the Customer, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall have the following powers:
(a) (To take possession): to enterenter upon, take possession ofuse, have access to, make use of and collect and manage occupy all premises owned or occupied by the Charged PropertyCustomer;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any take possession of the Charged Property denominated in a Foreign Currency into Australian dollarsCollateral;
(c) (To carry on business): to carry on or concur in carrying on any the business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged PropertyCustomer;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be money required for the purposes referred to in this Deed maintenance, preservation or protection of the Collateral or for the carrying on of the business of the Customer, and in the name discretion of such Receiver, to charge and grant further security interests in the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks Collateral in priority to, equally with or after the Charge, provided that to the Security Trustee will not be bound to enquire Interest, as to the necessity or propriety of any such borrowing or raising nor be responsible security for the misapplication or non-application of any moneys money so borrowed or raisedborrowed;
(e) (To employ): to employ managerssell, solicitorslease, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which otherwise dispose of the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all Collateral or any of the purposes part thereof on such terms and conditions and in this Deed referred to at such salaries or remuneration manner as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;shall determine in its discretion.
(f) (To sell property): to sell demand, commence, continue or concur in selling whether defend any judicial or not administrative proceedings for the Receiver has taken purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Charged PropertyCollateral, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale give valid and effectual receipts and discharges therefor and to resell without being responsible compromise or give time for loss and to exercise all the payment or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances performance of all or any part of the Charged Property in Accounts or any other obligation of any third party to the name and on behalf of the Trustee or otherwise and to do all other acts and things for implementing and completing any such sale that the Receiver deems necessary;Customer; and
(g) (To give up possession): to give up possession of exercise any rights or remedies which could have been exercised by Xxxxxx Micro against the Charged Property at any time;
(h) (To invest proceeds against contingencies): if any of Customer or the Secured Moneys are contingent, to invest deposit or hold any part of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;Collateral.
Appears in 1 contract
Powers of Receiver. A Receiver13.1 Any Receiver appointed by the Secured Party may be any person licensed as a trustee under the Bankruptcy and Insolvency Act (Canada), without and the need Secured Party may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall act as agent for any consent from the Trustee, has all Secured Party for the purposes of taking possession of the following powers in addition to Collateral, and (except as provided below) as agent for the Debtor for all other purposes, including the occupation of any premises of the other powers conferred by this DeedDebtor and in carrying on the Debtor's business. For the purposes of realizing upon the Security Interest, the Receiver may sell, lease, or otherwise dispose of Collateral as agent for the Debtor or as agent for the Secured Party as it may determine in its discretion. The Debtor agrees to ratify and confirm all actions of the Receiver acting as agent for the Debtor, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall have the power:
(a) (To take possession): to enterenter upon, take possession ofuse, have access to, make use of and collect and manage occupy all premises owned or occupied by the Charged PropertyDebtor;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any take possession of the Charged Property denominated in a Foreign Currency into Australian dollarsCollateral;
(c) (To carry on business): to carry on or concur in carrying on any the business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged PropertyDebtor;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be money required for the purposes referred to in this Deed maintenance, preservation or protection of the Collateral or for the carrying on of the business of the Debtor, and in the name discretion of such Receiver, to charge and grant further security interests in the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks Collateral in priority to, equally with or after the Charge, provided that to the Security Trustee will not be bound to enquire Interest, as to the necessity or propriety of any such borrowing or raising nor be responsible security for the misapplication or non-application of any moneys money so borrowed or raisedborrowed;
(e) (To employ): to employ managerssell, solicitorslease, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company otherwise dispose of the Collateral in which the Receiver is a member whole or in which he is interested part and for cash or credit, or part cash and part credit on such person may charge for his services as if he had been independently retained for all or any of the purposes terms and conditions and in this Deed referred to at such salaries or remuneration manner as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treatyshall determine in its discretion;
(f) (To sell property): to sell demand, commence, continue or concur in selling whether defend any judicial or not administrative proceedings for the Receiver has taken purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Charged PropertyCollateral, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale give valid and effectual receipts and discharges therefor and to resell without being responsible compromise or give time for loss and to exercise all the payment or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances performance of all or any part of the Charged Property in Accounts or any other obligation of any third party to the name and on behalf of the Trustee or otherwise and to do all other acts and things for implementing and completing any such sale that the Receiver deems necessary;Debtor; and
(g) (To give up possession): to give up possession of the Charged Property at exercise any time;
(h) (To invest proceeds against contingencies): if any of rights or remedies which could have been exercised by the Secured Moneys are contingent, to invest deposit Party against the Debtor or hold any part of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;Collateral.
Appears in 1 contract
Powers of Receiver. A ReceiverThe Receiver of a Charging Company shall have and be entitled to exercise in relation to the relevant Charging Company all the powers set out in the Law of Property Act 0000 xxx Schedule 1 to the Insolvency Act 0000 (xxether or not the Receiver is in fact an administrative receiver) and, without if the need for any consent from the TrusteeReceiver is an administrative receiver, has all of the following powers in addition to any all other powers exercisable by an administrative receiver by virtue of the other Insolvency Act 0000 xxx, in particular, by way of addition and without limiting such powers conferred by this Deed(and without prejudice to the powers of the Lender), the Receiver shall have power:
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage get in all or any part of the Charged PropertyAssets of the Charging Company concerned and to take and defend any proceedings (including proceedings for its winding up or proceedings by way of arbitration) in its name or otherwise as he shall think fit;
(b) to comply with and perform all or any of the acts, matters, omissions or things covenanted to be done or omitted by the Charging Company concerned under this Debenture;
(To collect moneys): c) to convert, liquidate and reduce sell by public auction or private contract or let all or any part of the Charged Property into money andand to let on hire lease, except as provided in clause 13.6surrender and accept surrenders of leases and tenancies, grant rights, licences, options or easements or exchange all or any part of, and otherwise deal with or dispose of and exercise all rights, powers and discretions incidental to convert the ownership of, any of the Charged Property denominated in the name of and on behalf of the Charging Company concerned or otherwise concur in doing any of the foregoing in such manner and generally on such terms and conditions and for such consideration (whether in cash, debentures or other obligations, shares, stocks, securities or other valuable consideration and whether payable by a Foreign Currency into Australian dollarslump sum or by instalments) as he may think fit and carry out any such sale by conveying by deed or transferring in the name and on behalf of the Charging Company concerned or otherwise, and so that plant machinery and other fixtures and fittings may be severed and sold separately from the premises containing them, and the Receiver may apportion any rent and the performance of any obligations;
(cd) to repair, decorate, furnish, maintain, alter, improve, renew or add to the Charged Property or any part of it as he shall think fit and effect, maintain, renew or increase indemnity insurance and other insurances and obtain bonds;
(To carry on business): e) to appoint or dismiss managers, agents, officers, employees, servants, builders or workmen and employ professional advisers and others at such salaries or for such remuneration as he may think fit;
(f) to perform, repudiate, rescind, vary or enter into any arrangement or compromise any contracts or agreements which he may consider expedient;
(g) to settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the business of such Charging Company or any of the Charged Property or in any way relating to the security constituted by this Debenture and bring, prosecute, defend, enforce, compromise, submit to and discontinue any actions, suits, arbitrations or proceedings whatsoever whether civil or criminal;
(h) to use the name of such Charging Company in the exercise of all or any of the powers conferred by this Debenture;
(i) to exercise or permit such Charging Company or any nominee of the Charging Company to exercise any powers or rights incidental to the ownership of the Charged Property or any part of it in such manner as he may think fit;
(j) to give valid receipts for all monies and execute all discharges, assurances and things which may be proper or desirable for realising the Security Assets or any part of them;
(k) to carry on or concur in carrying on any the business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow Charging Company and raise money or raise money): to borrow others without security or raise in any way from on the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name security of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treatyits Assets;
(fl) (To sell property): to sell or concur in selling whether (where necessary with the leave of a court), lease or not concur in leasing, licence or concur in licensing, grant options over and, without the Receiver has taken possession need to observe any of the Charged Propertyprovisions of Section 99 and 100 of the Law of Property Act 0000, xxt or concur in letting and to terminate or to accept surrenders of leases, licences or tenancies of all or any of the Assets of such Charging Company in such manner and generally on such terms and conditions as he shall think fit in his absolute and unfettered discretion and any such sale or disposition may be for cash, debentures, securities or other valuable consideration (in each case payable in a lump sum or by public auctioninstalments) and to carry any such transactions into effect in the name of and on behalf of such Charging Company;
(m) to promote the formation of a Subsidiary or Subsidiaries of such Charging Company with a view to such Subsidiary or Subsidiaries purchasing, private treaty leasing, licensing or tender, for cash otherwise acquiring interests in all or any of the Assets of such Charging Company on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, such terms as the Receiver thinks fit with power fit;
(n) to allow arrange for the purchase moneys to remain on mortgage over the property sold purchase, lease, licence or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances acquisition of all or any part Assets of such Charging Company by any such Subsidiary on a basis whereby the consideration may be for cash, shares, debentures, loan stock, convertible loan stock or other securities, shares of profits or sums calculated by reference to profits or turnover or royalties or licence fees or otherwise, whether or not secured on the assets of such Subsidiary and whether or not such consideration is payable or receivable in a lump sum or by instalments over such period as the Receiver may think fit;
(o) to arrange for such Subsidiary or Subsidiaries to trade or cease to trade as the Receiver may think fit from time to time;
(p) to sever any fixtures from the Properties or Land of which they form part;
(q) to exercise all voting and other rights attaching to Securities owned by such Charging Company;
(r) to make any arrangement or compromise with the Lender as he shall think fit;
(s) to make and effect all repairs, renewals and improvements to the Assets of such Charging Company and to effect, renew or increase insurances on such terms and against such risks as he shall think fit;
(t) to appoint managers, officers and agents for the above purposes at such salaries as the Receiver may determine;
(u) to call up all or any portion of the Charged Property in uncalled capital of such Charging Company;
(v) to redeem any prior Lien and to settle and pass the name and on behalf accounts of the Trustee Lien, and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on such Charging Company and the money so paid shall be deemed an expense properly incurred by the Receiver;
(w) to pay the proper administrative charges of the Lender in respect of time spent by their agents and employees in dealing with matters raised by the Receiver or otherwise relating to the receivership of such Charging Company;
(x) to commence and/or complete any building operations upon any Land or Properties of such Charging Company and to apply for and obtain any planning permissions, building regulation consents or licences in each case as he may in his absolute discretion think fit;
(y) to vary the terms of the leases of any Land or Properties;
(z) to take all steps necessary to effect all registrations, renewals, applications and notifications as the Receiver in his discretion thinks prudent to maintain in force or protect any of such Charging Company's Intellectual Property Rights; and
(aa) to do all such other acts and things for implementing and completing any such sale that as may be considered by the Receiver deems necessary;
(g) (To give up possession): to give up possession of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if be incidental or conducive to any of the Secured Moneys are contingentabove matters or powers or otherwise incidental or conducive to the preservation, to invest deposit improvement or hold realisation of any part or all of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;relevant Assets.
Appears in 1 contract
Samples: Debenture (Futurelink Corp)
Powers of Receiver. A Receiver, without the need for any consent from the Trustee, has (a) Every Receiver appointed in accordance with Clause 11.1 shall have and be entitled to exercise all of the following powers set out in paragraph (b) below in addition to any of the other powers those conferred by this Deed:
(a) (To take possession): to enter, take possession of, have access to, make use the Law of and collect and manage the Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying Xxx 0000 on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant receiver appointed thereunder. A Receiver who is an administrative receiver of any Security Interest over Chargor shall have all the Charged Property or powers of an administrative receiver under the Insolvency Xxx 0000. If at any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the time there is more than one Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property Security 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 to the exclusion of each other Receiver:
(b) The powers referred to in the name first sentence of paragraph (a) above are:
(i) Take possession to take immediate possession of, get in and collect the Security Assets or any part thereof;
(ii) Carry on behalf business to carry on business of the Trustee or otherwise such Chargor as he may think fit;
(iii) Protection of assets to make and to effect all repairs and insurances and do all other acts and things which such Chargor might do in the ordinary conduct of its business as well for implementing and completing any such sale that the Receiver deems necessaryprotection as for the improvement of the Security Assets;
(giv) (To give up possession): Employees to give up possession of appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the Charged Property at purposes hereof upon such terms as to remuneration or otherwise as he may think proper and to discharge any timesuch persons appointed by any such Chargor;
(hv) (To invest proceeds against contingencies): if Borrow Money for the purpose of exercising any of the Secured Moneys are contingentpowers, authorities and discretions conferred on him by or pursuant to this Debenture and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose, to invest deposit raise and borrow money, either unsecured, or hold on the security of the Security Assets or any part thereof, either in priority to the security constituted by this Debenture, or otherwise, and generally on such terms and conditions as he may think fit and no person lending such money shall be concerned to enquire 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;
(vi) Sell assets to sell, exchange, convert into money and realise all or any part of the Charged Property Security Assets by public auction or private contract and generally in such form 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, 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 mode period as he may think fit. All fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery, other than landlords' fixtures, may be severed and sold separately from the property containing them without the consent of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power such Chargor;
(vii) Leases to vary, transpose let all or re-invest such investments or deposits from time to time until such any part of the Secured Moneys cease Security Assets for such term and at such rent (with or without premium) as he may think proper and to accept a surrender of any lease or tenancy thereof on such terms as he may think fit (including the payment of money to a lessee or tenant on a surrender);
(viii) 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 contingenta 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 consider desirable or necessary for realising the Security Assets or any part thereof or incidental or conducive to any of the matters, powers or authorities conferred on a Receiver under or by virtue of this Debenture, to exercise in relation to the Security Assets or any part thereof all such powers, authorities and things as he would be capable of exercising if he were the absolute beneficial owner of the same and to use the name of such Chargor for all or any of such purposes.
Appears in 1 contract
Samples: Debenture (Pacificorp /Or/)
Powers of Receiver. A Receiver, without the need for any consent from the Trustee, has all of the following powers Any Receiver appointed hereunder shall have power in addition to any of the other powers conferred by the Law of Property Xxx 0000 and Schedule 1 of the Insolvency Xxx 0000 (which are hereby incorporated into this Deed) and notwithstanding the liquidation of the Chargor:
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage the Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided get in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property and for that purpose to take any proceedings in the name and on behalf of the Trustee Chargor or otherwise and to do all other acts and things for implementing and completing any such sale that the Receiver deems necessaryas he thinks fit;
(gb) (To give up possession): generally to give up possession of manage the Charged Property at and to manage or carry on, reconstruct, amalgamate, diversify or concur in carrying on the business or any timepart thereof of the Chargor as he may think fit;
(hc) to make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient in the interests of the Security Trustee and the Lender Parties;
(To invest proceeds against contingencies): if d) for the purpose of exercising any of the Secured Moneys are contingentpowers, authorities and discretions conferred on him by this Deed and/or defraying any costs or expenses which may be incurred by him in the exercise thereof or for any other purpose to invest deposit raise or hold borrow money or incur any other liability on such terms whether secured or unsecured as he may think fit and whether to rank for payment in priority to this security or not;
(e) without restriction to sell, let or lease, or concur in selling, letting or leasing, and to vary the terms of, determine, surrender or accept surrenders of, leases or tenancies of, or grant options and licences over or otherwise dispose of or deal with, all or any part of the Charged Property without being responsible for loss or damage, and so that any such sale, lease or disposition may be made for cash payable by instalments, loan stock or other debt obligations or for shares or securities of another company or other valuable consideration, and the Receiver may form and promote, or concur in forming and promoting, a company or companies to purchase, lease, licence or otherwise acquire interests in all or any of the Charged Property or otherwise, arrange for such companies to trade or cease to trade and to purchase, lease, license or otherwise acquire all or any of the Charged Property on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;
(f) to make and effect all repairs, renewals and improvements to the Charged Property or any part of it as he may think fit and maintain, renew, take out or increase insurances;
(g) to exercise all voting and other rights attaching to the Charged Shares and stocks, shares and other securities owned by the Chargor and comprised in the Charged Property in such form manner as he may think fit;
(h) to redeem any prior encumbrance and settle and pass the accounts of the person entitled to the prior encumbrance so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(i) to appoint and discharge employees, officers, managers, agents, professionals and others for any of the purposes hereof or to guard or protect the Charged Property upon such terms as to remuneration or otherwise as he may think fit and to dismiss the same or discharge any persons appointed by the Chargor;
(j) to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person or body who is or claims to be a creditor of the Chargor or relating in any way to the Charged Property or any part thereof;
(k) to bring, prosecute, enforce, defend and discontinue all such mode actions and proceedings or submit to arbitration in the name of investment for the time being Chargor in relation to the Charged Property or any part thereof as he shall think fit;
(l) to sever and sell plant, machinery or other fixtures sold separately from the property to which they may be annexed;
(m) to implement or continue the development of (and obtain all consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the Charged Property and do all acts and things incidental thereto;
(n) to purchase or acquire any land and purchase, acquire or grant any interest in or right over land;
(o) to make calls conditionally or unconditionally on the members of the Chargor in respect of uncalled capital; and
(p) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver in its absolute discretion thinks fit, with like power to vary, transpose be incidental or re-invest such investments or deposits from time conducive to time until such part any of the Secured Moneys cease matters or powers aforesaid or otherwise incidental or conducive to be contingent;the preservation, improvement or realisation of the Charged Property and to use the name of the Chargor for all the purposes aforesaid.
Appears in 1 contract
Samples: Debenture (Randgold Resources LTD)
Powers of Receiver. A Receiver, without the need for any consent from the Trustee, has (a) Every Receiver appointed in accordance with Clause 11.1 shall have and be entitled to exercise all of the following powers set out in paragraph (b) below in addition to any of the other powers those conferred by this Deed:
(a) (To take possession): to enter, take possession of, have access to, make use the Law of and collect and manage the Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying Xxx 0000 on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant receiver appointed thereunder. A Receiver who is an administrative receiver of any Security Interest over Chargor shall have all the Charged Property or powers of an administrative receiver under the Insolvency Xxx 0000. If at any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the time there is more than one Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property Security 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 to the exclusion of each other Receiver.
(b) The powers referred to in the name first sentence of paragraph (a) above are:
(i) Take possession to take immediate possession of, get in and collect the Security Assets or any part thereof;
(ii) Carry on behalf business to carry on the business of the Trustee or otherwise such Chargor as he may think fit;
(iii) Protection of assets to make and to effect all repairs and insurances and do all other acts and things which such Chargor might do in the ordinary conduct of its business as well for implementing and completing any such sale that the Receiver deems necessaryprotection as for the improvement of the Security Assets;
(giv) (To give up possession): Employees to give up possession of appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the Charged Property at purposes hereof upon such terms as to remuneration or otherwise as he may think proper and to discharge any timesuch persons appointed by any such Chargor;
(hv) (To invest proceeds against contingencies): if Borrow Money for the purpose of exercising any of the Secured Moneys are contingentpowers, authorities and discretions conferred on him by or pursuant to this Debenture and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose, to invest deposit raise and borrow money either unsecured or hold on the security of the Security Assets or any part thereof either in priority to the security constituted by this Debenture or otherwise and generally on such terms and conditions as he may think fit and no person lending such money shall be concerned to enquire 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;
(vi) Sell assets to sell, exchange, convert into money and realise all or any part of the Charged Property Security Assets by public auction or private contract and generally in such form 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, debentures or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fitother obligations, with like power shares, stock or other valuable consideration and any
(vii) Leases to vary, transpose let all or re-invest such investments or deposits from time to time until such any part of the Secured Moneys cease 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 lease or tenancy thereof on such terms as he may think fit (including the payment of money to a lessee or tenant on a surrender);
(viii) 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 contingent;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
Appears in 1 contract
Samples: Debenture (Pacificorp /Or/)
Powers of Receiver. A ReceiverThe Receiver shall have and be entitled to exercise in relation to the Charging Company concerned all the powers set out in Schedules 1 and 2 to the Insolvency Xxx 0000 and in particular, by way of addition and without limiting such powers (and without prejudice to the need for any consent from the Trustee, has all powers of the following powers in addition to any of Security Agent and the other powers conferred by this DeedBeneficiaries), the Receiver shall have power:
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage get in all or any part of the Charged PropertyAssets of the relevant Charging Company and to take and defend any proceedings (including proceedings for its winding up or proceedings by way of arbitration) in its name or otherwise as he shall think fit;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying on any the business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow relevant Charging Company and raise money from any Beneficiary or raise money): to borrow others without security or raise in any way from on the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name security of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treatyits Assets;
(fc) (To sell property): to sell or concur in selling whether or not (where necessary with the Receiver has taken possession leave of the Charged PropertyCourt), by public auctionlease or concur in leasing, private treaty licence or tenderconcur in licensing, for cash grant options over and, without the need to observe any of the provisions of Sections 99 and 100 of the Law of Property Xxx 0000, let or concur in letting and to terminate or to accept surrenders of leases, licences or tenancies of all or any of the Assets of the relevant Charging Company in such manner and generally on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy he shall think fit in his absolute and unfettered discretion and any such sale or disposition may be for cash, debentures, securities or other valuable consideration (in each case payable in a lump sum or by instalments) and to rescind or vary carry any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property transactions into effect in the name of and on behalf of such Charging Company;
(d) to promote the Trustee formation of a Subsidiary or Subsidiaries of the relevant Charging Company with a view to such Subsidiary or Subsidiaries purchasing, leasing, licensing or otherwise and acquiring interests in all or any of the Assets of such Charging Company;
(e) to do all other acts and things arrange for implementing and completing any such sale that Subsidiary or Subsidiaries to trade or cease to trade as the Receiver deems necessarymay think fit from time to time;
(f) to sever any fixtures from the Land of which they form part;
(g) (To give up possession): to give up possession of exercise all voting and other rights attaching to Securities owned by the Charged Property at any timerelevant Charging Company;
(h) to arrange for the purchase, lease, licence or acquisition of all or any Assets of the relevant Charging Company by any such Subsidiary on a basis whereby the consideration may be for cash, shares, debentures, loan stock, convertible loan stock or other securities, shares of profits or sums calculated by reference to profits or turnover or royalties or licence fees or otherwise, whether or not secured on the assets of such Subsidiary and whether or not such consideration is payable or receivable in a lump sum or by instalments over such period as the Receiver may think fit;
(To invest proceeds i) to make any arrangement or compromise with the Security Agent or any Beneficiary as he shall think fit;
(j) to make and effect all repairs, renewals and improvements to the Assets of the relevant Charging Company and to effect, renew or increase insurances on such terms and against contingencies): if such risks as he shall think fit;
(k) to appoint managers, officers and agents for the above purposes at such salaries as the Receiver may determine;
(l) to call up all or any portion of the uncalled capital of the relevant Charging Company;
(m) to redeem any prior Security Interest and to 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 relevant Charging Company and the money so paid shall be deemed an expense properly incurred by the Receiver;
(n) to pay the proper administrative charges of the Security Agent and/or the Beneficiaries in respect of time spent by their agents and employees in dealing with matters raised by the Receiver or relating to the receivership of the relevant Charging Company;
(o) to commence and/or complete any building operations upon any freehold or leasehold Land of the relevant Charging Company and to apply for and obtain any planning permissions, building regulation consents or licences in each case as he may in his absolute discretion think fit;
(p) to vary the terms of the leases of any such freehold and leasehold Land;
(q) to take all steps necessary to effect all registrations, renewals, applications and notifications as the Receiver will in his discretion think prudent to maintain in force or protect any of the Secured Moneys are contingent, relevant Charging Company's Intellectual Property Rights;
(r) to invest deposit do all such other acts and things as may be considered by the Receiver to be incidental or hold conducive to any part of the Charged Property in such form above matters or in such mode of investment for powers or otherwise incidental or conducive to the time being as the Receiver in its absolute discretion thinks fitpreservation, with like power to vary, transpose improvement or re-invest such investments or deposits from time to time until such part realisation of the Secured Moneys cease to be contingent;relevant Assets.
Appears in 1 contract
Samples: Guarantee and Debenture (Texas Utilities Electric Co)
Powers of Receiver. A Each Receiver appointed under this Debenture shall have (subject to any limitations or restrictions which the Security Agent may incorporate in the deed or instrument appointing it) all the powers conferred from time to time on receivers by the Law of Property Acx 0000 xnd the Insolvency Acx 0000 (each of which is deemed incorporated in this Debenture), so that the powers set out in Schedule 1 to the Insolvency Acx 0000 xhall extend to every Receiver, without the need for whether or not an administrative receiver. In addition, notwithstanding any consent from the Trustee, has all liquidation of the Chargor, each Receiver shall, following powers in addition the occurrence of a Declared Default, have power to any of the other powers conferred by this Deed:(but will not be limited to):
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage the Charged Propertyenter into or cancel any contracts on any terms or conditions;
(b) (To collect moneys): incur any liability on any terms, whether secured or unsecured, and whether to convert, liquidate and reduce rank for payment in priority to the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollarsTransaction Security or not;
(c) (To carry on business): exercise all voting and other rights attaching to carry on or concur in carrying on any business then conducted stocks, shares and other securities owned by the Trustee Chargor and to effect all insurances and do all acts which the Trustee might do comprised in the ordinary course of such business for the protection or improvement of the Charged PropertyCollateral;
(d) (To borrow redeem any prior Security on or raise money): relating to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for Collateral and settle and pass the purposes referred to in this Deed and in the name accounts of the Trustee or otherwise person entitled to secure that prior Security, so that any moneys accounts so borrowed or raised settled and passed shall (subject to any manifest error) be conclusive and binding on the Chargor and the money so paid shall be deemed to be an expense properly incurred by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raisedReceiver;
(e) (To employ): to employ managerssettle any claims, solicitorsaccounts, auctioneersdisputes, brokers, consultants, professional advisers, workmen, officers, agents, employees questions and servants, including demands with or by any person associated with who is or claims to be a firm creditor of the Chargor or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or relating to any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry Collateral; and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property in the name and on behalf of the Trustee or otherwise and to do all other acts and things for implementing (including signing and completing any such sale that executing all documents and deeds) as the Receiver deems necessary;
(g) (To give up possession): considers to give up possession of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if be incidental or conducive to any of the Secured Moneys are contingentmatters or powers in this Clause 9.2, or otherwise incidental or conducive to invest deposit the preservation, improvement or hold any part realisation of the Charged Property Collateral, and in such form or in such mode of investment for each case may use the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part name of the Secured Moneys cease to be contingent;Chargor and exercise the relevant power in any manner which he may think fit.
Appears in 1 contract
Powers of Receiver. A Receiver, without Receiver shall have the need for any consent from the Trustee, has all power to do or omit to do on behalf of the following powers in addition Company anything which the Company itself could do or omit to any do if the Receiver had not been appointed, notwithstanding the liquidation of the other powers conferred by this DeedCompany. In particular (but without limitation) a Receiver shall have power to:
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage get in the Charged PropertyReceivership Assets and, for that purpose, to take such proceedings as may seem to him expedient;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any sell or otherwise dispose of the Charged Property denominated in a Foreign Currency into Australian dollarsReceivership Assets by public auction or private auction or private contract;
(c) (To carry on business): to carry on raise or concur in carrying on any business then conducted by borrow money and grant security therefor over the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged PropertyReceivership Assets;
(d) (To borrow appoint a solicitor or raise money): accountant or other professionally qualified person to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and assist him in the name performance of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raisedhis functions;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including bring or defend any person associated with a firm action or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property legal proceedings in the name and on behalf of the Trustee or otherwise and Company;
(f) refer to do all other acts and things for implementing and completing arbitration any such sale that question affecting the Receiver deems necessaryCompany;
(g) (To give up possession): to give up possession effect and maintain insurances in respect of the Charged Property at any timebusiness and Properties of the Company;
(h) use the Company's seal;
(To invest proceeds against contingencies): if any i) do all acts and to execute in the name and on behalf of the Secured Moneys are contingentCompany any deed, receipt or other document;
(j) draw, accept, make and endorse any bxxx of exchange or promissory note in the name and on behalf of the Company;
(k) appoint any agent to invest deposit do any business which he is unable to do himself or hold which can more conveniently be done by an agent and employ and dismiss employees;
(l) do all such things (including the carrying out of works) as may be necessary for the realisation of the Receivership Assets;
(m) make any payment which is necessary or incidental to the performance of his functions;
(n) carry on the business of the Company;
(o) establish Subsidiaries of the Company;
(p) transfer to Subsidiaries of the Company the whole or any part of the Charged Property in such form business or in such mode Receivership Assets;
(q) grant or accept a surrender of investment a lease or tenancy of any of the Receivership Assets and to take a lease or tenancy of any properties required or convenient for the time being as business of the Company;
(r) make any arrangement or compromise on behalf of the Company in respect of the Receivership Assets;
(s) call up any uncalled capital of the Company;
(t) rank and claim in the bankruptcy, insolvency, sequestration or liquidation of any person indebted to the Company and to receive dividends, and to accede to trust deeds for the creditors of any such person. The Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits shall also have all powers from time to time until such part conferred on receivers by statute without, in the case of powers conferred by the Secured Moneys cease to be contingent;Law of Property Axx 0000, the restrictions contained in Section 103 of that Act.
Appears in 1 contract
Samples: Composite Guarantee and Debenture (Presstek Inc /De/)
Powers of Receiver. A Receiver, without the need for any consent from the Trustee, has all Any Receiver of the following powers Issuer, in addition to any of the other powers conferred on a receiver by this Deedstatute or common law, shall have the following powers:
(a) (To take possession): to enter, take possession of, have access to, make use of get in and collect and manage the Charged PropertyAssets (or such part thereof in respect of which it may be appointed) or any part thereof including income whether accrued before or after the date of his appointment;
(b) (To collect moneys): to convertcarry on, liquidate and reduce manage, concur in or authorise the Charged Property into money andmanagement of, except as provided in clause 13.6or appoint a manager of, to convert the whole or any part of the Charged Property denominated in a Foreign Currency into Australian dollarsbusiness of the Issuer;
(c) to sell, dispone, convey, assign, novate, exchange, license, surrender, renounce, release, disclaim, abandon, return or otherwise dispose of or in any way whatsoever deal with the Charged Assets or any interest in the Charged Assets or any part thereof for such consideration (To carry on business): if any) and upon such terms (including by deferred payment or payment by instalments) as it may think fit and to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Propertytransaction;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling the whole or any part of the Issuer's business whether as a going concern or otherwise;
(e) to appoint, engage, dismiss or vary the terms of employment of any employees, officers, managers, agents and advisers of the Issuer upon such terms as to remuneration and otherwise and for such periods as he may determine;
(f) to insure, protect, maintain, repair, alter, improve, replace, exploit, add to and develop or concur in so doing, the Charged Assets or any part thereof in any manner and for any purpose whatsoever;
(g) in connection with the exercise or the proposed exercise of any of its powers or in order to obtain payment of its remuneration (whether or not it is already payable), to borrow or raise money from any person without security or on the security of any of the Charged Assets and generally in such manner and on such terms as it may think fit;
(h) to bring, defend, submit to arbitration, negotiate, compromise, abandon and settle any claims, disputes and proceedings concerning the Charged Assets or any part thereof;
(i) to transfer all or any of the Charged Assets and/or any of the liabilities of the Issuer to any other company or body corporate, whether or not formed or acquired for the purpose and to form a subsidiary or subsidiaries of the Issuer;
(j) to call up or require the directors of the Issuer to call up all or any portion of the uncalled capital for the time being of the Issuer and to enforce payment of any call by action (in the name of the Issuer or the Receiver as may be thought fit);
(k) to redeem, discharge or compromise any Security Interest from time to time having priority to or ranking pari passu with this Deed;
(l) to effect or maintain indemnity insurance and other insurance and obtain bonds and performance guarantees;
(m) in connection with the exercise of any of its powers, to execute or do, or cause or authorise to be executed or done, on behalf of or in the name of the Issuer or otherwise, as it may think fit, all documents, receipts, registrations, acts or things which it may consider appropriate;
(n) to exercise any powers, discretions, voting, conversion or other rights or entitlements in relation to any of the Charged Assets or incidental to the ownership of or rights in or to any of the Charged Assets and to complete or effect any transaction entered into by the Issuer and complete, disclaim, abandon or modify all or any of the outstanding contracts or arrangements of the Issuer relating to or affecting the Charged Assets;
(o) to exercise all powers as are described in Schedule 1 and Schedule 2 to the Insolvency Act, whether or not the Receiver has taken possession is an "administrative receiver" as defined in the Insolvency Act;
(p) to delegate its powers by way of power of attorney, or in any other manner to any person, any right, power or discretion exercisable by it under this Deed on the terms (including the power to sub-delegate) and subject to any regulations which such Receiver may think fit and such Receiver shall not be liable or responsible in any way to the Issuer or the Security Trustee for any loss or liability arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate;
(q) generally to carry out, or cause or authorise to be carried out, any transaction, scheme or arrangement whatsoever, whether similar or not to any of the Charged Property, by public auction, private treaty or tender, for cash or on creditforegoing, in one lot or in parcels with or without special conditions or stipulations as relation to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property Assets which it may consider expedient as effectually as if he were solely and absolutely entitled to the Charged Assets;
(r) in the name and on behalf of the Trustee or otherwise and addition:
(i) to do all other acts and things which it may consider desirable or necessary for implementing and completing realising any such sale that the Receiver deems necessary;
(g) (To give up possession): Charged Assets or incidental or conducive to give up possession of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if any of the Secured Moneys are contingentrights, powers or discretions conferred on a Receiver under or by virtue of this Deed; and
(ii) to invest deposit exercise in relation to any Charged Assets all the powers, authorities and things which it would be capable of exercising if it were the absolute beneficial owner of the same, and may use the name of the Issuer for any of the above purposes; and
(s) to pay and discharge out of the profits and income of the relevant Charged Assets and the monies to be made by it in carrying on the business of the Issuer the expenses incurred in and about the carrying on and management of the business or hold in the exercise of any of the powers conferred by this Clause 10.6 or otherwise in respect of such Charged Assets and all outgoings which it shall think fit to pay and to apply the residue of the said profits, income or monies in the manner provided by Clause 7.2 (Post-Enforcement Priority of Payments) hereof. The Security Trustee may pay over to the Receiver or the Receiver may receive or recover any monies constituting part of the Charged Property in such form or in such mode of investment Assets to the extent that the same may be applied for the time being as purposes referred to in Clause 7.2 (Post-Enforcement Priority of Payments) by such Receiver and the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits Security Trustee may from time to time until determine what funds the Receiver shall be at liberty to keep in hand with a view to the performance of his duties as such part of the Secured Moneys cease to be contingent;Receiver.
Appears in 1 contract
Samples: Deed of Charge
Powers of Receiver. A Receiver13.1 Any Receiver appointed by the Secured Party may be any person licensed as a trustee under the Bankruptcy and Insolvency Act (Canada), without and the need Secured Party may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall (except as provided below) act as agent for the Debtor for all purposes, including the occupation of any consent from the Trustee, has all premises of the following powers Debtor and in addition carrying on the Debtor's business. For the purposes of realizing upon the Security Interest, the Receiver may sell, lease, or otherwise dispose of Collateral as agent for the Debtor or as agent for the Secured Party as it may determine in its discretion. The Debtor agrees to any ratify and confirm all actions of the other powers conferred by this DeedReceiver acting as agent for the Debtor, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall have the power:
(a) (To take possession): to enterenter upon, take possession ofuse, have access to, make use of and collect and manage occupy all premises owned or occupied by the Charged PropertyDebtor;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any take possession of the Charged Property denominated in a Foreign Currency into Australian dollarsCollateral;
(c) (To carry on business): to carry on or concur in carrying on any the business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged PropertyDebtor;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be money required for the purposes referred to in this Deed maintenance, preservation or protection of the Collateral or for the carrying on of the business of the Debtor, and in the name discretion of such Receiver, to charge and grant further security interests in the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks Collateral in priority to, equally with or after the Charge, provided that to the Security Trustee will not be bound to enquire Interest, as to the necessity or propriety of any such borrowing or raising nor be responsible security for the misapplication or non-application of any moneys money so borrowed or raisedborrowed;
(e) (To employ): to employ managerssell, solicitorslease, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company otherwise dispose of the Collateral in which the Receiver is a member whole or in which he is interested part and for cash or credit, or part cash and part credit on such person may charge for his services as if he had been independently retained for all or any of the purposes terms and conditions and in this Deed referred to at such salaries or remuneration manner as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treatyshall determine in its discretion;
(f) (To sell property): to sell demand, commence, continue or concur in selling whether defend any judicial or not administrative proceedings for the Receiver has taken purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Charged PropertyCollateral, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale give valid and effectual receipts and discharges therefor and to resell without being responsible compromise or give time for loss and to exercise all the payment or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances performance of all or any part of the Charged Property in Accounts or any other obligation of any third party to the name and on behalf of the Trustee or otherwise and to do all other acts and things for implementing and completing any such sale that the Receiver deems necessary;Debtor; and
(g) (To give up possession): to give up possession of the Charged Property at exercise any time;
(h) (To invest proceeds against contingencies): if any of rights or remedies which could have been exercised by the Secured Moneys are contingent, to invest deposit Party against the Debtor or hold any part of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;Collateral.
Appears in 1 contract
Samples: General Security Agreement (Imagis Technologies Inc)
Powers of Receiver. A Receiver, without the need for any consent from the Trustee, has all of the following powers Any Receiver appointed hereunder shall have power in addition to any of the other powers conferred by the Law of Property Xxx 0000 and Schedule 1 of the Insolvency Xxx 0000 (which are hereby incorporated into this Deed) and notwithstanding the liquidation of the Company:
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage the Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided get in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property and for that purpose to take any proceedings in the name and on behalf of the Trustee Company or otherwise and to do all other acts and things for implementing and completing any such sale that the Receiver deems necessaryas he thinks fit;
(gb) (To give up possession): generally to give up possession of manage the Charged Property at and to manage or carry on, reconstruct, amalgamate, diversify or concur in carrying on the business or any timepart thereof of the Company as he may think fit;
(hc) to make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient in the interests of the Security Trustee and the Lender Parties;
(To invest proceeds against contingencies): if d) for the purpose of exercising any of the Secured Moneys are contingentpowers, authorities and discretions conferred on him by this Deed and/or defraying any costs or expenses which may be incurred by him in the exercise thereof or for any other purpose to invest deposit raise or hold borrow money or incur any other liability on such terms whether secured or unsecured as he may think fit and whether to rank for payment in priority to this security or not;
(e) without restriction to sell, let or lease, or concur in selling, letting or leasing, and to vary the terms of, determine, surrender or accept surrenders of, leases or tenancies of, or grant options and licences over or otherwise dispose of or deal with, all or any part of the Charged Property without being responsible for loss or damage, and so that any such sale, lease or disposition may be made for cash payable by instalments, loan stock or other debt obligations or for shares or securities of another company or other valuable consideration, and the Receiver may form and promote, or concur in forming and promoting, a company or companies to purchase, lease, licence or otherwise acquire interests in all or any of the Charged Property or otherwise, arrange for such companies to trade or cease to trade and to purchase, lease, license or otherwise acquire all or any of the Charged Property on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;
(f) to make and effect all repairs, renewals and improvements to the Charged Property or any part of it as he may think fit and maintain, renew, take out or increase insurances;
(g) to exercise all voting and other rights attaching to the Charged Shares and stocks, shares and other securities owned by the Company and comprised in the Charged Property in such form manner as he may think fit;
(h) to redeem any prior encumbrance and settle and pass the accounts of the person entitled to the prior encumbrance so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Company and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(i) to appoint and discharge employees, officers, managers, agents, professionals and others for any of the purposes hereof or to guard or protect the Charged Property upon such terms as to remuneration or otherwise as he may think fit and to dismiss the same or discharge any persons appointed by the Company;
(j) to settle, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person or body who is or claims to be a creditor of the Company or relating in any way to the Charged Property or any part thereof;
(k) to bring, prosecute, enforce, defend and discontinue all such mode actions and proceedings or submit to arbitration in the name of investment for the time being Company in relation to the Charged Property or any part thereof as he shall think fit;
(l) to sever and sell plant, machinery or other fixtures sold separately from the property to which they may be annexed;
(m) to implement or continue the development of (and obtain all consents required in connection therewith) and/or complete any buildings or structures on, any real property comprised in the Charged Property and do all acts and things incidental thereto;
(n) to purchase or acquire any land and purchase, acquire or grant any interest in or right over land;
(o) to make calls conditionally or unconditionally on the members of the Company in respect of uncalled capital; and
(p) to do all such other acts and things (including signing and executing all documents and deeds) as may be considered by the Receiver in its absolute discretion thinks fit, with like power to vary, transpose be incidental or re-invest such investments or deposits from time conducive to time until such part any of the Secured Moneys cease matters or powers aforesaid or otherwise incidental or conducive to be contingent;the preservation, improvement or realisation of the Charged Property and to use the name of the Company for all the purposes aforesaid.
Appears in 1 contract
Samples: Debenture (Randgold Resources LTD)
Powers of Receiver. A Receiver, Receiver so appointed shall be the agent of the Assignor and the Assignor shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the need for any consent from the Trustee, has all restrictions contained in section 25 of the following powers Conveyancing and Law of Property Act (Chapter 61) of Singapore and in addition to particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any of the other powers conferred by this Deed:
(a) (To Goods and for that purpose to take possession): to enter, take possession of, have access to, make use of and collect and manage the Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and proceeding in the name of the Trustee Assignor or otherwise to secure any moneys so borrowed as the Receiver may deem expedient; To carry on, manage, develop, re-construct, amalgamate or raised by diversify the grant business of any Security Interest over the Charged Property Assignor or any part thereof so that such Security Interest ranks in priority to, equally or to enter into arrangement with or after the Charge, provided that the Security Trustee will not be bound to enquire as respect to the necessity business of the Assignor or propriety any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit; Where any capital in respect of any such borrowing share of the Assignor is outstanding and uncalled, to call or raising nor be responsible for to require the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): Assignor forthwith to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for call up all or so much of such uncalled capital of the Assignor 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 (obtaining only when and where necessary the leave of the Court) any of the purposes in this Deed referred to at such salaries Goods hereby charged by public or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of private auction or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or contract on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient he may deem fit, with full power to buy in and to rescind or vary any contract for sale or disposal and to resell or otherwise dispose without being responsible answerable for any loss and occasioned thereby. Any such sale or disposal may be for cash, shares, stocks, debentures, debenture stock or other obligations or valuable consideration to exercise all be paid or satisfied at such time or times as the Receiver shall think fit; To make any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances arrangement or enter into any compromise which he shall think expedient in respect of all or any part of the Charged Property Goods hereby charged; To repair and keep in repair and make or effect improvements of the Assignor's property and assets and for this purpose to apply in the name of the Assignor for such licences, permissions, consents or approvals as may be required under any law or regulation and to take out, maintain and renew all insurances in respect of the Assignor'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 action or other legal proceedings in the name and on behalf of the Trustee or otherwise Assignor and to do all other acts refer to arbitration any question affecting the Assignor; To draw accept make and things for implementing endorse any bill of exchange or promissory note in the name and completing any such sale that the Receiver deems necessary;
(g) (To give up possession): to give up possession on behalf of the Charged Property at Assignor; To make any time;
(h) (To invest proceeds against contingencies): if any payment which is necessary or incidental to the performance of the Secured Moneys are contingent, Receiver’s functions; To establish subsidiaries of the Assignor and to invest deposit transfer to subsidiaries of the Assignor the whole or hold any part of the Charged Property business, undertaking, property, assets and rights of Assignor; To rank and claim in such form the bankruptcy, insolvency, sequestration or in such mode liquidation of investment any person indebted to the Assignor and to receive dividends, and to accede to trust deeds for the time being as creditors of any such person; For all or any of the Receiver in its absolute discretion thinks fit, with like power purposes aforesaid to vary, transpose raise or re-invest such investments borrow any money that may be required upon the security of the whole or deposits from time to time until such any part of the Secured Moneys cease Goods hereby charged; To employ and terminate the services of such person or persons, professional or otherwise, on such terms as to remuneration or otherwise as he shall think proper; To execute and do all such acts, deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Assignor; To execute in the name of and on behalf of the Assignor any deed, receipt or other document including the use of the Assignor’s company seal; To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit; and Generally to do or cause to be contingent;done such acts, things or deeds which the Assignor may have done in the ordinary conduct of its business for the protection, enhancement or enforcement of the Assigned Property.
Appears in 1 contract
Samples: Assignment of Receivables, Fixed Charge, and Floating Charge Agreement
Powers of Receiver. and/or Manager A Receiver, without Receiver and/or Manager or Receivers and/or Managers so appointed shall be the need for any consent from the Trustee, has all agent of the following powers Company and the Company shall be solely responsible for his or their acts or defaults and for his or their remuneration. The Receiver and/or Manager or Receivers and/or Managers shall be appointed for all purposes and shall have power to the extent provided in addition to any of the other powers conferred by this Deed:Bank Security Documents but not exclusively:-
(a) (To take possession): to enter, take possession of, have access to, make use of and or collect and manage get in all or any of the Charged PropertyProperty charged under the Debenture and for that purpose to take any proceedings in the name of the Company or otherwise as may seem expedient;
(b) (To collect moneys): to convertcarry on manage or concur in carrying on and managing the business of the Company or any part thereof in connection with the Property, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert for any of those purposes to raise or borrow any money that may be required upon the Charged security of the whole or any part of the Property denominated in a Foreign Currency into Australian dollarshereby charged;
(c) (To carry to raise and borrow money on business): to carry on the security of any or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged PropertyCompany's assets and property upon such terms as he or they shall think fit;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether and to let or not concur in letting and to accept surrenders of leases of any of the Property charged to the Bank under the Bank Security Documents. In exercising the power of sale hereby conferred the Receiver has taken possession and/or Manager or Receivers and/or Managers may sell at such time and in such manner and at such price as he or they may in his or their absolute discretion think fit and in exercising such discretion he or they may have regard to the views and desires of the Charged Property, Bank. The Receiver and/or Manager or Receivers and/or Managers shall not be accountable for any loss or damage which may be alleged to have been suffered by public auction, private treaty the Company by reason of the exercise of his or tender, for cash their discretion;
(e) to make any arrangement or compromise which he or they shall think expedient bring take defend discontinue any actions suits or proceedings whatsoever in relation to the Property charged under the Bank Security Documents;
(f) to make calls conditionally or unconditionally on credit, the members of the Company in one lot or in parcels respect of its uncalled capital with or without special conditions or stipulations as to title, the time such and the mode same powers for the purpose of enforcing payment of purchase moneys and otherwise, any calls so made as are by the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies Articles of Association of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part Company conferred upon the directors of the Charged Property Company in respect of calls authorised to be made by them and in the names of the directors or in the name and on behalf of the Trustee or otherwise Company and to do all other acts and things for implementing and completing any such sale the exclusion of the directors' power in that the Receiver deems necessarybehalf;
(g) (To give up possession): to give up possession appoint managers agents officers servants and workmen for any of the Charged Property aforesaid purposes at any timesuch reasonable salaries and for such reasonable periods as he or they may determine;
(h) (To invest proceeds against contingencies): if to do all such other acts and things as may be considered to be incidental or conducive to any of the Secured Moneys are contingent, to invest deposit matters or hold any part powers aforesaid and which he or they may or can lawfully do as agent(s) of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;Company.
Appears in 1 contract
Powers of Receiver. A Receiver, without the need for any consent a) Without derogating from the Trusteerights of the holders of the Company Permitted Security Interests, has each receiver, receiver and manager, manager, administrator or bailee, or any similar officer under any applicable law, appointed by a court of law or any other duly authorised legal or administrative authority, in connection with this Debenture or the Pledged Assets, including where such appointment is made on a temporary basis (“Receiver”) appointed shall have all powers conferred from time to time by applicable law, and in particular without limitation, the power to:
(i) take possession of any of the Pledged Assets;
(ii) apply to any court of competent authority for an order to vest in the Lender(s) all of the following powers Company’s rights, title and interest in addition and to the Pledged Assets or any of the other powers conferred by this Deed:
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage the Charged Propertypart thereof;
(biii) (To sell, call in, collect moneys): to convert, liquidate and reduce the Charged Property convert into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of realise all or any part of the Charged Property Pledged Assets with all such powers in that respect as are conferred by any applicable law;
(iv) sell or agree to the sale of the Pledged Assets, in whole or in part, to dispose of same or agree to dispose of same in such other manner on such terms as it deems fit and to execute all documents required to effect such sale or disposition;
(v) make such other arrangement regarding the Pledged Assets or any part thereof as it deems fit;
(vi) exercise any of the rights conferred by the Pledged Assets in the name same manner in which the Company was entitled to exercise such right, in accordance with the terms of Section 20 of the Pledges Law;
(vii) redeem any prior Security Interest on or relating to the Pledged Assets and settle and pass the accounts of the person entitled to that prior Security Interest, so that any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Company and the money so paid shall be deemed to be an expense properly incurred by the Receiver;
(viii) settle, arrange, compromise or submit to arbitration any claims, accounts, disputes, questions and demands which may arise in connection with the Pledged Assets or in any way relating to this Debenture and execute releases or other discharges in relation thereto;
(ix) bring, take, defend, compromise, submit to arbitration or discontinue any actions, suits or proceedings whatsoever, civil or criminal, in relation to the Pledged Assets;
(x) act on behalf of the Trustee Company and in its name to perform all obligations and receive all the benefits in relation to or otherwise in connection with the Pledged Assets;
(xi) manage and employ the Pledged Assets for such terms, and generally in such manner and upon such conditions and stipulations as such Receiver shall think fit;
(xii) use the Company’s name for registration and to effect any necessary election for tax or other purposes;
(xiii) employ accountants, lawyers and other advisers;
(xiv) do all other acts and things for implementing (including signing and completing any such sale that executing all documents and deeds) as the Receiver deems necessary;
(g) (To give up possession): considers to give up possession of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if be incidental or appropriate to any of the Secured Moneys are contingentmatters or powers in this Section 8.3, or as permitted under applicable law, or otherwise incidental or conducive to invest deposit the preservation, improvement or hold any part realisation of the Charged Property Pledged Assets, and use the name of the Company for all such purposes, and in such form or each case may use the name of the Company and exercise the relevant power in such mode of investment for any manner which it may think fit.
b) To the time being as extent that, the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part payment date of the Secured Moneys cease Liabilities or any part thereof has not become due at the time of the sale of the Pledged Asset, or if the Secured Liabilities or any part thereof are due solely on a conditional basis, then, the proceeds of such sale shall (i) be used to settle any amounts on the account of the Secured Liabilities that have become due, and (ii) shall be contingent;withheld in sufficient amount to repay any amounts on account of the Company’s Secured Liabilities that have yet to become due, until the full and final settlement of the Secured Liabilities.
c) The Receiver shall be the agent of the Company and the Company shall be the sole responsible for the acts and omissions of the Receiver and for the Receiver’s remuneration. In no event shall the Lender(s) be responsible for the acts and omissions of the Receiver or for the Receiver’s remuneration. None of the Lender(s) or any other person acting on any of their behalf, shall be liable for, and the Company hereby waives, any claim it may have against each of the Lender(s) or any other person acting on any of their behalf, which arises from any loss or damage which may be caused as a result of the exercise or purported exercise of the powers, authorities, rights or discretions vested, under this Debenture or any applicable law, in the Lender(s) or any other person acting on their behalf.
Appears in 1 contract
Samples: Debenture – Floating Charge (On Track Innovations LTD)
Powers of Receiver. A (a) Every Receiver appointed in accordance with Clause 17.1 (Appointment of Receiver, without the need for any consent from the Trustee, has ) shall have and be entitled to exercise all of the following powers set out in Clause 17.2(b) below in addition to any of the other powers those conferred by this Deed:
(a) (To take possession): to enter, take possession of, have access to, make use of and collect and manage the Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying 1925 Act on any business then conducted by receiver appointed under the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise in 1925 Act. If at any way from the Security Trustee or any other person any moneys which may be required for the purposes referred to in this Deed and in the name of the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks in priority to, equally with or after the Charge, provided that the Security Trustee will not be bound to enquire as to the necessity or propriety of any such borrowing or raising nor be responsible for the misapplication or non-application of any moneys so borrowed or raised;
(e) (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company in which the time there is more than one Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale and to resell without being responsible for loss and to exercise all or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances of all or any part of the Charged Property Security Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred on a Receiver under this Security Agreement individually and to the exclusion of each other Receiver.
(b) The powers referred to in the name first sentence of Clause 17.1(a) above are:
(i) Take possession: to take immediate possession of, get in and on behalf collect the Security Assets or any part of the Trustee Security Assets whether accrued before or otherwise after the date of his appointment;
(ii) Carry on business: to carry on or manage the business of such Chargor as he may think fit or to concur in or authorise the management of, or appoint a manager of the whole or any part of the business of such Chargor;
(iii) Protection of assets: to make and to effect all repairs, alterations, improvements, replacements, developments, demolitions and insurances (including indemnity insurance and performance bonds and guarantees) and do all other acts which such Chargor might do in the ordinary conduct of its business as well for the protection as for the improvement of the Security Assets and things to commence and/or complete any building operations on the Mortgaged Property and to apply for implementing and completing maintain any such sale that planning permissions, building regulation approvals and any other permissions, consents or licences, in each case as he may in his absolute discretion think fit or concur in any of the Receiver deems necessaryforegoing;
(giv) (To give up possession): Employees: to give up possession appoint and discharge managers, officers, agents, accountants, servants, workmen and other advisers for the purposes of the Charged Property at this Security Agreement upon such terms as to remuneration or otherwise as he may think proper and to discharge any timesuch persons appointed by any such Chargor;
(hv) (To invest proceeds against contingencies): if Borrow money: for the purpose of exercising any of the Secured Moneys are contingentpowers, authorities and discretions conferred on him by or pursuant to this Security Agreement and/or of defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise of such powers, authorities and discretions or for any other purpose, to invest deposit raise and borrow money either unsecured or hold on the security of the Security Assets or any part of the Charged Property Security Assets either in priority to the security constituted by this Security Agreement or otherwise and generally on such form terms and conditions as he may think fit and no person lending such money shall be concerned to enquire as to the propriety or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part purpose of the Secured Moneys cease exercise of such power or to be contingentsee to the application of any money so raised or borrowed;
Appears in 1 contract
Powers of Receiver. A Receiver, Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the need for any consent from the Trustee, has all restrictions contained in section 25 of the following powers CLPA and in addition to particular (but without limitation) any such Receiver shall have power:-
(1) To enter into and take possession or control of any land or premises of the other powers conferred by this Deed:
(a) (To take possession): to enter, take possession of, have access to, make use of and Borrower or any part thereof or collect and manage the Charged Property;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any of the Charged Property denominated in a Foreign Currency into Australian dollars;
(c) (To carry on business): to carry on or concur in carrying on any business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged Property;
(d) (To borrow or raise money): to borrow or raise get in any way from the Security Trustee or undertaking property assets and rights hereby charged and for that purpose to take any other person any moneys which may be required for the purposes referred to in this Deed and proceedings in the name of the Trustee Borrower or otherwise to secure any moneys so borrowed as the Receiver may deem expedient.
(2) To carry on, manage, develop, re-construct, amalgamate or raised by diversify the grant business of any Security Interest over the Charged Property Borrower or any part thereof so that such Security Interest ranks in priority to, equally or to enter into arrangement with or after the Charge, provided that the Security Trustee will not be bound to enquire as respect to the necessity business of the Borrower or propriety any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit.
(3) Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such borrowing or raising nor uncalled capital of the Borrower as may be responsible for sufficient to pay to the misapplication or non-application of any Bank all moneys so borrowed or raised;then due and owing hereunder.
(e4) Forthwith and without restriction to sell, agree in selling or dispose (To employ): to employ managers, solicitors, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees obtaining only when and servants, including any person associated with a firm or company in which where necessary the Receiver is a member or in which he is interested and such person may charge for his services as if he had been independently retained for all or leave of the Court) any of the purposes in this Deed referred to at such salaries or remuneration as the Receiver thinks fit Borrower’s property and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of assets hereby charged or any incident part thereof by public or term of any sale including whether private auction or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treaty;
(f) (To sell property): to sell or concur in selling whether or not the Receiver has taken possession of the Charged Property, by public auction, private treaty or tender, for cash or contract on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient he may deem fit, with full power to buy in and to rescind or vary any contract for sale or disposal and to resell or otherwise dispose without being responsible 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 think fit. Plant machinery and to exercise all other fixtures may be severed and/or detached and sold or any rights powers and remedies disposed separately from the premises containing them without the prior consent of the Trustee thereunder Borrower. To lease, let, hire and to execute such contractslicense or agree in leasing, deedsletting, agreements, transfers, assignments hiring and assurances licensing or accept surrenders of leases tenancies or licences of all or any part of the Charged Property in the name Borrower's property and assets on behalf of the Trustee or otherwise such terms and to do all other acts and things for implementing and completing any such sale that consideration as the Receiver deems necessary;
(g) (may deem fit. To give up possession): to give up possession make any arrangements or enter into any compromise which he shall think expedient in respect of the Charged Property at any time;
(h) (To invest proceeds against contingencies): if any of the Secured Moneys are contingent, to invest deposit all or hold any part of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;property and assets hereby charged.
Appears in 1 contract
Samples: Deed of Debenture
Powers of Receiver. A Receiver13.1 Any Receiver appointed by the Secured Party may be any person licensed and the Secured Party may remove any Receiver so appointed and appoint another or others instead. Any Receiver appointed shall act as agent for the Debtor for all other purposes, without including the need for occupation of any consent from the Trustee, has all premises of the following powers Debtor and in addition carrying on the Debtor’s business. The Debtor agrees to any ratify and confirm all actions of the other powers conferred by this DeedReceiver acting as agent for the Debtor, and to release and indemnify the Receiver in respect of all such actions. Any Receiver so appointed shall have the power:
(a) (To take possession): to enterenter upon, take possession ofuse, have access to, make use of and collect and manage occupy all premises owned or occupied by the Charged PropertyDebtor;
(b) (To collect moneys): to convert, liquidate and reduce the Charged Property into money and, except as provided in clause 13.6, to convert any take possession of the Charged Property denominated in a Foreign Currency into Australian dollarsCollateral;
(c) (To carry on business): to carry on or concur in carrying on any the business then conducted by the Trustee and to effect all insurances and do all acts which the Trustee might do in the ordinary course of such business for the protection or improvement of the Charged PropertyDebtor;
(d) (To borrow or raise money): to borrow or raise in any way from the Security Trustee or any other person any moneys which may be money required for the purposes referred to in this Deed maintenance, preservation or protection of the Collateral or for the carrying on of the business of the Debtor, and in the name discretion of such Receiver, to charge and grant further security interests in the Trustee or otherwise to secure any moneys so borrowed or raised by the grant of any Security Interest over the Charged Property or any part thereof so that such Security Interest ranks Collateral in priority to, equally with or after the Charge, provided that to the Security Trustee will not be bound to enquire Interest, as to the necessity or propriety of any such borrowing or raising nor be responsible security for the misapplication or non-application of any moneys money so borrowed or raisedborrowed;
(e) (To employ): to employ managerssell, solicitorslease, auctioneers, brokers, consultants, professional advisers, workmen, officers, agents, employees and servants, including any person associated with a firm or company otherwise dispose of the Collateral in which the Receiver is a member whole or in which he is interested part and for cash or credit, or part cash and part credit on such person may charge for his services as if he had been independently retained for all or any of the purposes terms and conditions and in this Deed referred to at such salaries or remuneration manner as the Receiver thinks fit and without the need for further enquiry and, without thereby incurring any liability to the Trustee, may act upon such person's advice as to the timing of or any incident or term of any sale including whether or not the Charged Property should be offered for sale by auction and as to the need for and amount of any reserve price and as to the adequacy of any rent or of any price obtainable on sale by private treatyshall determine in its discretion;
(f) (To sell property): to sell demand, commence, continue or concur in selling whether defend any judicial or not administrative proceedings for the Receiver has taken purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Charged PropertyCollateral, by public auction, private treaty or tender, for cash or on credit, in one lot or in parcels with or without special conditions or stipulations as to title, the time and the mode of payment of purchase moneys and otherwise, as the Receiver thinks fit with power to allow the purchase moneys to remain on mortgage over the property sold or on any other security or without any security and upon such other terms and conditions as the Receiver considers expedient with full power to buy in and to rescind or vary any contract for sale give valid and effectual receipts and discharges therefor and to resell without being responsible compromise or give time for loss and to exercise all the payment or any rights powers and remedies of the Trustee thereunder and to execute such contracts, deeds, agreements, transfers, assignments and assurances performance of all or any part of the Charged Property in Accounts or any other obligation of any third party to the name and on behalf of the Trustee or otherwise and to do all other acts and things for implementing and completing any such sale that the Receiver deems necessary;Debtor; and
(g) (To give up possession): to give up possession of the Charged Property at exercise any time;
(h) (To invest proceeds against contingencies): if any of rights or remedies which could have been exercised by the Secured Moneys are contingent, to invest deposit Party against the Debtor or hold any part of the Charged Property in such form or in such mode of investment for the time being as the Receiver in its absolute discretion thinks fit, with like power to vary, transpose or re-invest such investments or deposits from time to time until such part of the Secured Moneys cease to be contingent;Collateral.
Appears in 1 contract
Samples: Convertible Loan Agreement (Liberty Star Uranium & Metals Corp.)