Realisation. 6.1. On the occurrence of a breach or failure timeously to pay or to perform any of the Obligations, Land Bank shall be entitled to:
6.1.1. enforce and receive payment for, delivery of and/or performance in respect of the Rights and Interests; and
6.1.2. demand that the Cedentaccount to Land Bank in respect of all amounts collected in respect of the Rights and Interests, and the Cedentirrevocably and unconditionally authorises and empowers Land Bank or its nominee, in rem suam and without any further authority or consent required from the Cedentand without having to obtain a court order, to:
6.1.3. exercise and/or otherwise enforce its rights under this Agreement in and to the Rights and Interests;
6.1.4. sell or otherwise realise all or some of the Rights and Interests;
6.1.5. acquire all or, at the election of Land Bank, some of the Rights and Interests at fair market value (and, in the event of any dispute as to such value, it shall be determined by an independent merchant banker agreed to by the Parties or, failing agreement, appointed by the President for the time being of the South African Institute of Chartered Accountants (or the successor body thereto), which independent merchant banker shall act as an expert and not as an arbitrator and shall determine the liability for his charges which shall be paid accordingly, provided that if any determination is manifestly unjust, and the court exercises its general power, if any, to correct such determination, the Parties shall be bound thereby);
6.1.6. to the extent that an account has been opened in terms of clause 5.4 and the Cedenthas ceded in security its right, title and interest in and to such account to Land Bank, Land Bank may exercise its rights in respect of such security cession and may appropriate the funds in such account in accordance with such security cession;
6.1.7. institute any legal proceedings which Land Bank may deem necessary in connection with any of the Rights and Interests or with the sale, purchase or other transfer of any of the Rights and Interests by Land Bankor its nominee; and
6.1.8. compromise any Right and Interest, grant any extension or other indulgence in respect of any such Right and Interest, or agree to vary the terms of any such Right and Interest, or release any security or suretyship held for any such Right and Interest.
6.2. The Cedent acknowledges that:
6.2.1. the Rights and Interests ceded by it in favour of Land Bank in terms of this Agreement are Rights and ...
Realisation. 2.1 The agreement between the Seller and the Buyer is realised and binding upon the Seller only if this is confirmed in writing by the Seller or if the Seller actually implements the agreement.
2.2 The drawings, sketches, descriptions, models and samples created or provided by the Buyer are furnished only by way of clarification. They are only binding upon mutual acceptance.
Realisation. (a) If the Chargee or any Receiver exercises the rights conferred on it by this Deed, the same shall not be treated as an absolute appropriation of or foreclosure on the Charged Assets to the exclusion of the Chargor and in extinguishment of its interests therein, unless the Chargee or any Receiver shall otherwise notify the Chargor (whether before or after the relevant appropriation or foreclosure has been effected), in which latter event the Obligations shall be reduced by an equivalent amount.
(b) In any disposal of the Charged Assets by the Chargee or any Receiver, the Chargee or any Receiver may (i) restrict the prospective bidders on or purchasers of the Charged Assets to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Charged Assets and (ii) impose such other limitations or conditions in connection with any such sale as the Chargee or any Receiver deems necessary or advisable in order to comply with any law. The Chargor agrees that, to the extent notice of such sale shall be required by applicable law, at least 10 days’ notice (or such other notice as may be required by applicable law) to the Chargor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Chargee or any Receiver shall not be obligated to make any sale of Charged Assets regardless of notice of sale having been given. The Chargee or any Receiver may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Chargor acknowledges that if the Charged Assets consist of securities not registered under the Securities Act, the best price obtainable for such securities in an arm’s length transaction may reflect a substantial discount from the book value of such securities.
(c) The Chargee shall not be obliged to exercise any of the rights or powers vested in it by this Deed.
(d) If the Chargee elects to exercise its right to sell any Charged Assets pursuant hereto, and if in the opinion of the Chargee it is necessary or advisable to have the Charged Assets (or the portion to be sold) registered under the provisions of the Securities Act, the Chargor will, at any time and from time to time upon the written re...
Realisation. (a) The Relevant Obligors shall ensure that, whenever any Investment Proceeds or Investment Income is received in respect of a Permitted Investment made from amounts standing to the credit of an Account the Investment Proceeds and the Investment Income are either:
(i) reinvested in further Permitted Investments; or
(ii) paid into the relevant Account from which the Permitted Investment derives.
(b) Each Relevant Obligor shall give directions to the relevant Account Bank and otherwise exercise its rights hereunder in such manner as will ensure compliance with the applicable provisions of the Finance Documents with respect to Accounts, Permitted Investments, Investment Proceeds and Investment Income.
Realisation. The German Security shall be realised, and any enforcement proceeds shall be distributed, in accordance with the relevant provisions of the Priority Agreement together with the relevant provisions of the German Security Documents.
Realisation. The Company shall ensure that, whenever any Investment Proceeds or Investment Income is received in respect of a Permitted Investment made from amounts standing to the credit of an Account the Investment Proceeds and the Investment Income are:
Realisation. After the Charge has become enforceable against a Chargor, the Chargor must do anything, and ensure that its employees and agents do anything, that the Enforcing Party may reasonably require to assist it to realise the Charged Property and exercise any power, right, discretion or remedy including:
Realisation. After the Charge has become enforceable against a Chargor, the Chargor must do anything, and ensure that its employees and agents do anything, that the Enforcing Party may reasonably require to assist it to realise the Charged Property and exercise any power, right, discretion or remedy including:
(a) execute any transfer (including any transfer in blank) of, or other document in relation to, any Charged Property;
(b) do anything that the Enforcing Party thinks is necessary or desirable under the law in force in any place where any Charged Property is situated; and
(c) give any notice, order, direction and consent that the Enforcing Party thinks is necessary or desirable.
Realisation. 12.1 Following the occurrence of an Event of Default which is continuing in accordance with clause 11, and subject to the provisions of clause 12.3 below, the Pledgee shall be entitled to enforce its rights under this Pledge Agreement in any manner subject to applicable law (including TASE’s rules), including the realisation and/or sale of the Pledged Assets, in whole or in part, whether by the appointment of a Receiver and/or by the Israeli Execution Office and/or by a court’s order and/or by any other method permitted under applicable law, as the Pledgee shall see fit, and to apply the proceeds thereof on account of the Secured Obligations, all without the Pledgee first being required to realise any other guarantee or pledge or other securities, if such be held by the Pledgee, provided that the Pledgee may only enforce its realization rights of the securities created under this Pledge Agreement in accordance with the waterfall priority set forth in Section 10.10 of the Share Purchase Agreement.
12.2 Any Receiver appointed pursuant to or in connection with clause 12.1 of this Pledge Agreement, shall be empowered, subject to clause 12.3 and any applicable law, including TASE’s rules applicable to the Pledgor, to:
(a) take immediate possession of and get in and collect the Pledged Assets or any part thereof;
(b) sell or agree to the sale of the Pledged Assets, in whole or in part, or to transfer the same in any other manner upon such terms as he may think fit;
(c) make any other arrangement with respect to the Pledged Assets or any part thereof (including the realisation thereof) as he may think fit;
(d) exercise any right relating to the Pledged Assets, including the right to vote the Pledged Shares, elect the directors of the Company and receive dividends;
(e) take, continue or defend any proceedings and make any arrangement of compromise which he shall see fit; and
(f) do all such other acts and things as he may consider incidental or conducive to any of the matters and powers aforesaid.
12.3 Notwithstanding anything to the contrary in clause 12.1 or clause 12.2 above, unless an Excluded Event of Default has occurred and is continuing, (i) any Receiver that may be appointed for realization proceedings under clause 12.1 shall, to the fullest extent permitted by applicable law, not have authority to, and shall not be instructed to, sell or otherwise transfer any Pledged Assets (such Receiver, a “Special Receiver”), and (ii) the Special Receiver shall only ...
Realisation. After the occurrence of an Enforcement Event, the Pledgee, acting on behalf of the Pledgor, shall have the right to sell the Pledged Assets by private or public sale or auction or in any other way and on such terms as the Pledgee in its sole discretion deems fit.
