Common use of Realisation Clause in Contracts

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 request of the Chargee, use its (1) best efforts to take or cause the Charged Company to take such action, and prepare, distribute and file such documents, as are necessary or advisable in the reasonable opinion of counsel for the Chargee to permit the public sale of such Charged Assets including to: (i) execute and deliver, and cause the directors and officers of the Charged Company to execute and deliver, all such instruments, agreements and documents, and do or cause to be done all such other acts as may be, in the opinion of the Chargee, necessary or advisable to register and sell such Charged Assets in compliance with the Securities Act; (ii) use its best efforts to cause the related registration statement to become and remain effective until such time that the Charged Assets are properly disposed of; and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Chargee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities & Futures Commission of Hong Kong applicable thereto or in the opinion of any underwriters selected by the Chargee to effectuate such purchase. The Chargor further agrees: (A) to indemnify, defend and hold harmless the Chargee, any underwriter and their respective directors, officers, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable legal fees and expenses to the Chargee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Chargor or the Charged Company by the Chargee expressly for use therein; and (B) upon written request, to use its best efforts to qualify, file or register, or cause the Charged Company to (x) qualify, file or register, any of the Charged Assets under the “Blue Sky” or other securities laws of such states as may be requested by the Chargee and keep effective all such qualifications, filings or registrations and (y) to promptly make available to its security holders an earnings statement which will satisfy the provisions of section 11(a) of the Securities Act. The Chargor will bear all costs and expenses of carrying out its obligations under this Clause.

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 Chargors and in extinguishment of its interests therein, unless the Chargee or any Receiver shall otherwise notify the Chargor Chargors (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 Chargors agree 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 Chargors 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 Each Chargor hereby waives any claims against the Chargee arising by reason of the fact that the price at which any Charged Assets may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Chargee accepts the first offer received and does not offer such Charged Assets to more than one offeree. Each 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 relevant Chargor will, at any time and from time to time upon the written request of the Chargee, use its (1) best efforts to take or cause the Charged Company to take such action, and prepare, distribute and file such documents, as are necessary or advisable in the reasonable opinion of counsel for the Chargee to permit the public sale of such Charged Assets including to: (i) execute and deliver, and cause the directors and officers of the Charged Company to execute and deliver, all such instruments, agreements and documents, and do or cause to be done all such other acts as may be, in the opinion of the Chargee, necessary or advisable to register and sell such Charged Assets in compliance with the Securities Act; (ii) use its best efforts to cause the related registration statement to become and remain effective until such time that the Charged Assets are properly disposed of; and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Chargee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities & Futures Commission of Hong Kong SFC applicable thereto or in the opinion of any underwriters selected by the Chargee to effectuate such purchase. The Without prejudice to Clause 21.2 (Other indemnities), each Chargor further agrees: (A) to indemnify, defend and hold harmless the Chargee, any underwriter and their respective directors, officers, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable legal fees and expenses to the Chargee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the such Chargor or the Charged Company by the Chargee expressly for use therein; and (B) upon written request, to use its best efforts to qualify, file or register, or cause the issuer of such Charged Company Assets to (x) qualify, file or register, any of the Charged Assets under the “Blue Sky” or other securities laws of such states as may be requested by the Chargee and keep effective all such qualifications, filings or registrations and (y) to promptly make available to its security holders an earnings statement which will satisfy the provisions of section 11(a) of the Securities Act. The Each Chargor will bear all costs and expenses of carrying out its obligations under this Clause.

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 request of the Chargee, use its (1) best efforts to take or cause the Charged Company to take such action, and prepare, distribute and file such documents, as are necessary or advisable in the reasonable opinion of counsel for the Chargee to permit the public sale of such Charged Assets including to: (i) execute and deliver, and cause the directors and officers of the Charged Company to execute and deliver, all such instruments, agreements and documents, and do or cause to be done all such other acts as may be, in the opinion of the Chargee, necessary or advisable to register and sell such Charged Assets in compliance with the Securities Act; (ii) use its best efforts to cause the related registration statement to become and remain effective until such time that the Charged Assets are properly disposed of; and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Chargee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities & Futures Commission of Hong Kong applicable thereto or in the opinion of any underwriters selected by the Chargee to effectuate such purchase. The Chargor further agrees: (A) to indemnify, defend and hold harmless the Chargee, any underwriter and their respective directors, officers, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable legal fees and expenses to the Chargee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Chargor or the Charged Company by the Chargee expressly for use therein; and (B) upon written request, to use its best efforts to qualify, file or register, or cause the Charged Company to (x) qualify, file or register, any of the Charged Assets under the “Blue Sky” or other securities laws of such states as may be requested by the Chargee and keep effective all such qualifications, filings or registrations and (y) to promptly make available to its security holders an earnings statement which will satisfy the provisions of section 11(a) of the Securities Act. The Chargor will bear all costs and expenses of carrying out its obligations under this Clause.