Common use of Receiver or Receiver-Manager Clause in Contracts

Receiver or Receiver-Manager. If the Security Agent appoints a Receiver pursuant to Section 9.7(f), any such Receiver will have the following powers: (a) to take possession of the Collateral or any part thereof, and to collect and get in the same and for that purpose to enter into and upon any lands, tenements, buildings, houses and premises wheresoever and whatsoever and to do any act and take any proceedings in the name of the Company, or otherwise, as the Receiver deems necessary; (b) to carry on or concur in carrying on the business of the Company (including, without limitation, the payment of the obligations of the Company whether or not they are due and the cancellation or amendment of any contracts between the Company and any other person) and the employment and discharge of such agents, managers, clerks, accountants, employees, contractors, workers and others upon such terms and with such salaries, wages or remuneration as the Receiver thinks proper; (c) to repair and keep in repair the Collateral or any part or parts thereof and to do all necessary acts and things for the protection of the Collateral; (d) to make any arrangement or compromise which he thinks expedient in the interest of the Security Agent or the Company and to assent to any modification or change in or omission from the provisions of this Agreement; (e) to exchange any part or parts of the Collateral for any other property suitable for the purposes of the Company upon such terms as may seem expedient and either with or without payment or exchange of money or equality of exchange or otherwise; (f) to raise on the security of the Collateral or any part or parts thereof, by mortgage, charge or otherwise any sum of money required for the repair, insurance or protection thereof, or any other purposes herein mentioned, or as may be required to pay off or discharge any lien, charge or encumbrance upon the Collateral or any part thereof, which would or might have priority over the security interests hereby created; and (g) whether or not the Receiver has taken possession, to sell or lease or concur in the sale or leasing of any of the Collateral or any part or parts thereof after giving the Company not less than 20 days written notice of his intention to sell or lease and to carry any such sale or lease into effect by conveying, transferring or assigning in the name of or on behalf of the Company or otherwise; and any such sale or lease may be made either at public auction or privately as the Receiver determines and any such sale or lease may be made from time to time as to the whole or any part or parts of the Collateral; and the Receiver may make any stipulations as to title or conveyance or commencement of title or otherwise which the Receiver deems proper; and the Receiver may buy in or rescind or vary any contract for the sale or lease of any of the Collateral or any part or parts thereof, and may resell and re-lease without being answerable for any loss occasioned thereby; and the Receiver may sell or lease any of the same as to cash or part cash and part credit or otherwise as appears to be most advantageous and at such prices as can be reasonably obtained therefor and in the event of a sale or lease on credit neither he nor the Security Agent will be accountable or charged with any monies until actually received. Any Receiver appointed hereunder or any one or more of the Holders or any agent or representative thereof, may, as provided by the New York Uniform Commercial Code, become purchasers at any sale or other realization proceedings in respect of the Collateral, or any part thereof, whether made under the power of sale contained in this Agreement or pursuant to judicial proceedings. The Receiver appointed and exercising powers under the provisions hereof will not be liable for any loss unless the loss is caused by the Receiver's own negligence (the Receiver will remain liable for its intentional misconduct, reckless conduct or gross negligence), and the Receiver will, when so appointed, be deemed to be the agent of the Company and the Company will be solely responsible for the Receiver's remuneration. No purchaser at any sale and no lessee under any lease purporting to be made in pursuance of the powers set forth in Section 9.8(g) will be bound to see or inquire whether any default has been made or continues or whether any notice required hereunder has been given or as to the necessity or expediency of the stipulations subject to which such sale or lease has been made or otherwise as to the propriety of such sale or lease, or regularity of proceedings or be affected by notice that such default has been made or continues or notice given as aforesaid, or that the sale or lease is otherwise unnecessary, improper or irregular; and notwithstanding any impropriety or irregularity or notice thereof to such purchaser or lessee, the sale or lease as regards such purchaser or lessee will be deemed to be within the aforesaid power and be valid accordingly and the remedy, if any, of the Company in respect of any impropriety or irregularity whatsoever in any such sale or lease will be in damages only.

Receiver or Receiver-Manager. If Any time after the Security Agent appoints security interests hereby created have become enforceable, the Agent, on behalf of the Investors, may, from time to time, appoint in writing any qualified person to be a Receiver pursuant to Section 9.7(f), receiver or receiver-manager (the "Receiver") of the Collateral and may likewise remove any such person so appointed and appoint another qualified person in his stead. Any such Receiver will appointed hereunder shall have the following powers: (a) to take possession of the Collateral or any part thereof, and to collect and get in the same and for that purpose to enter into and upon any lands, tenements, buildings, houses and premises wheresoever and whatsoever and to do any act and take any proceedings in the name of the CompanyBorrower, or otherwise, as the Receiver deems necessary; (b) to carry on or concur in carrying on the business of the Company Borrower (including, without limitation, the payment of the obligations of the Company Borrower whether or not they are due and the cancellation or amendment of any contracts between the Company and Borrower or any other person) and the employment and discharge of such agents, managers, clerks, accountants, employees, contractors, agents, workers and others upon such terms and with such salaries, wages or remuneration as the Receiver thinks proper; (c) to repair and keep in repair the Collateral or any part or parts thereof and to do all necessary acts and things for the protection of the Collateral; (d) to make any arrangement or compromise which he thinks expedient in the interest of the Security Agent Investors or the Company Borrower and to assent to any modification or change in or omission from the provisions of this Agreement; (e) to exchange any part or parts of the Collateral for any other property suitable for the purposes of the Company Borrower upon such terms as may seem expedient and either with or without payment or exchange of money or equality of exchange or otherwise; (f) to raise on the security of the Collateral or any part or parts thereof, by mortgage, charge or otherwise any sum of money required for the repair, insurance or protection thereof, or any other purposes herein mentioned, or as may be required to pay off or discharge any lien, charge or encumbrance upon the Collateral or any part thereof, which would or might have priority over the security interests hereby created; and; (g) whether or not the Receiver has taken possession, to sell or lease or concur in the sale or leasing of any of the Collateral or any part or parts thereof after giving the Company Borrower not less than 20 days written notice of his intention to sell or lease and to carry any such sale or lease into effect by conveying, transferring transferring, leasing or assigning in the name of or on behalf of the Company Borrower or otherwise; and any such sale or lease may be made either at public auction or privately as the Receiver determines and any such sale or lease may be made from time to time as to the whole or any part or parts of the Collateral; and the Receiver may make any stipulations as to title or conveyance or commencement of title or otherwise which the Receiver deems proper; and the Receiver may buy in or rescind or vary any contract for the sale or lease of any of the Collateral or any part or parts thereof, and may resell and re-lease release without being answerable for any loss occasioned thereby; and the Receiver may sell or lease any of the same as to cash or part cash and part credit or otherwise as appears to be most advantageous and at such prices as can be reasonably obtained therefor and in the event of a sale or lease on credit neither he nor the Security Agent will or the Investors shall be accountable or charged with any monies until actually received. Any Receiver appointed hereunder or any one or more of the Holders or any agent or representative thereof, may, as provided by the New York Uniform Commercial Code, become purchasers at any sale or other realization proceedings in respect of the Collateral, or any part thereof, whether made under the power of sale contained in this Agreement or pursuant to judicial proceedings. The Receiver appointed and exercising powers under the provisions hereof will not be liable for any loss unless the loss is caused by the Receiver's own negligence (the Receiver will remain liable for its intentional misconduct, reckless conduct or gross negligence), and the Receiver will, when so appointed, be deemed to be the agent of the Company and the Company will be solely responsible for the Receiver's remuneration. No purchaser at any sale and no lessee under any lease purporting to be made in pursuance of the powers set forth in Section 9.8(g) will be bound to see or inquire whether any default has been made or continues or whether any notice required hereunder has been given or as to the necessity or expediency of the stipulations subject to which such sale or lease has been made or otherwise as to the propriety of such sale or lease, or regularity of proceedings or be affected by notice that such default has been made or continues or notice given as aforesaid, or that the sale or lease is otherwise unnecessary, improper or irregular; and notwithstanding any impropriety or irregularity or notice thereof to such purchaser or lessee, the sale or lease as regards such purchaser or lessee will be deemed to be within the aforesaid power and be valid accordingly and the remedy, if any, of the Company in respect of any impropriety or irregularity whatsoever in any such sale or lease will be in damages only.

Receiver or Receiver-Manager. If the Security Agent appoints a Receiver pursuant to Section 9.7(f), any such Receiver will have the following powers: (a) to take possession of the Collateral or any part thereof, and to collect and get in the same and for that purpose to enter into and upon any lands, tenements, buildings, houses and premises wheresoever and whatsoever and to do any act and take any proceedings in the name of the Company, or otherwise, as the Receiver deems necessary; (b) to carry on or concur in carrying on the business of the Company (including, without limitation, the payment of the obligations of the Company whether or not they are due and the cancellation or amendment of any contracts between the Company and any other person) and the employment and discharge of such agents, managers, clerks, accountants, employees, contractors, workers and others upon such terms and with such salaries, wages or remuneration as the Receiver thinks proper; (c) to repair and keep in repair the Collateral or any part or parts thereof and to do all necessary acts and things for the protection of the Collateral; (d) to make any arrangement or compromise which he thinks expedient in the interest of the Security Agent or the Company and to assent to any modification or change in or omission from the provisions of this Agreement; (e) to exchange any part or parts of the Collateral for any other property suitable for the purposes of the Company upon such terms as may seem expedient and either with or without payment or exchange of money or equality of exchange or otherwise;otherwise;‌ (f) to raise on the security of the Collateral or any part or parts thereof, by mortgage, charge or otherwise any sum of money required for the repair, insurance or protection thereof, or any other purposes herein mentioned, or as may be required to pay off or discharge any lien, charge or encumbrance upon the Collateral or any part thereof, which would or might have priority over the security interests hereby created; and (g) whether or not the Receiver has taken possession, to sell or lease or concur in the sale or leasing of any of the Collateral or any part or parts thereof after giving the Company not less than 20 days written notice of his intention to sell or lease and to carry any such sale or lease into effect by conveying, transferring or assigning in the name of or on behalf of the Company or otherwise; and any such sale or lease may be made either at public auction or privately as the Receiver determines and any such sale or lease may be made from time to time as to the whole or any part or parts of the Collateral; and the Receiver may make any stipulations as to title or conveyance or commencement of title or otherwise which the Receiver deems proper; and the Receiver may buy in or rescind or vary any contract for the sale or lease of any of the Collateral or any part or parts thereof, and may resell and re-re- lease without being answerable for any loss occasioned thereby; and the Receiver may sell or lease any of the same as to cash or part cash and part credit or otherwise as appears to be most advantageous and at such prices as can be reasonably obtained therefor and in the event of a sale or lease on credit neither he nor the Security Agent will be accountable or charged with any monies until actually received. received.‌ Any Receiver appointed hereunder or any one or more of the Holders or any agent or representative thereof, may, as provided by the New York Uniform Commercial Code, may become purchasers at any sale or other realization proceedings in respect of the Collateral, or any part thereof, whether made under the power of sale contained in this Agreement or pursuant to judicial proceedings. The Receiver appointed and exercising powers under the provisions hereof will not be liable for any loss unless the loss is caused by the Receiver's own negligence (the Receiver will remain liable for its intentional misconduct, reckless conduct or gross negligence)wilful default, and the Receiver will, when so appointed, be deemed to be the agent of the Company and the Company will be solely responsible for the Receiver's acts and defaults and for the Receiver's remuneration. No purchaser at any sale and no lessee under any lease purporting to be made in pursuance of the powers set forth in Section 9.8(g) will be bound to see or inquire whether any default has been made or continues or whether any notice required hereunder has been given or as to the necessity or expediency of the stipulations subject to which such sale or lease has been made or otherwise as to the propriety of such sale or lease, or regularity of proceedings or be affected by notice that such default has been made or continues or notice given as aforesaid, or that the sale or lease is otherwise unnecessary, improper or irregular; and notwithstanding any impropriety or irregularity or notice thereof to such purchaser or lessee, the sale or lease as regards such purchaser or lessee will be deemed to be within the aforesaid power and be valid accordingly and the remedy, if any, of the Company in respect of any impropriety or irregularity whatsoever in any such sale or lease will be in damages only.

Receiver or Receiver-Manager. If At any time after the Security Agent appoints commencement of Enforcement Proceedings, the Secured Party may, subject to the provisions of the Convertible Debenture Indenture, from time to time, appoint in writing any qualified Person to be a Receiver pursuant to Section 9.7(f)receiver or receiver and manager (in any case, the “Receiver”) of the Collateral, whose fees will be payable by the Pledgor, and may likewise remove any such Person so appointed and appoint another qualified Person in his stead. Any such Receiver will appointed hereunder shall have the following powers: (a) to take possession of the Collateral or any part thereof, and to collect and get in the same and and, for that purpose purpose, to enter into and upon any lands, tenements, buildings, houses and premises wheresoever and whatsoever and to do any act and take any proceedings in the name of the CompanyPledgor, or otherwise, as the Receiver deems necessary; (b) to carry on or concur in carrying on the business of the Company (including, without limitation, the payment of the obligations of the Company whether or not they are due and the cancellation or amendment of any contracts between the Company and any other person) and the employment and discharge of such agents, managers, clerks, accountants, employees, contractors, workers and others upon such terms and with such salaries, wages or remuneration as the Receiver thinks proper; (c) to repair and keep in repair the Collateral or any part or parts thereof and to do all necessary acts and things for the protection of the Collateral; (dc) to make any arrangement or compromise which he thinks expedient in the interest of the Security Agent Secured Party or the Company Pledgor and to assent to any modification or change in or omission from the provisions of this Agreement; (e) to exchange any part or parts of the Collateral for any other property suitable for the purposes of the Company upon such terms as may seem expedient and either with or without payment or exchange of money or equality of exchange or otherwise; (f) to raise on the security of the Collateral or any part or parts thereof, by mortgage, charge or otherwise any sum of money required for the repair, insurance or protection thereof, or any other purposes herein mentioned, or as may be required to pay off or discharge any lien, charge or encumbrance upon the Collateral or any part thereof, which would or might have priority over the security interests hereby created; and (gd) whether or not the Receiver has taken possession, to sell or lease or concur in the sale or leasing of any of the Collateral or any part or parts thereof after giving the Company Pledgor not less than 20 days written notice of his intention to sell or lease and to carry any such sale or lease into effect by conveying, transferring transferring, letter or assigning in the name of or on behalf of the Company Pledgor or otherwise; and any . Any such sale or lease may be made either at public auction or privately as the Receiver determines and any such sale or lease may be made from time to time as to the whole or any part or parts of the Collateral; , and the Receiver may make any stipulations as to title or conveyance or commencement of title or otherwise which the Receiver deems proper; and the . The Receiver may buy in or rescind or vary any contract for the sale or lease of any of the Collateral or any part or parts thereof, and may resell and re-lease without being answerable for any loss occasioned thereby; and the Receiver may sell or lease any of the same as to cash or part cash and part credit or otherwise as appears to be most advantageous and at such prices as can be reasonably obtained therefor and and, in the event of a sale or lease on credit sale, neither he nor the Security Agent will Secured Party shall be accountable or charged with any monies until actually received. Any Receiver appointed hereunder or any one or more of the Holders or any agent or representative thereof, may, as provided by the New York Uniform Commercial Code, become purchasers at any sale or other realization proceedings in respect of the Collateral, or any part thereof, whether made under the power of sale contained in this Agreement or pursuant to judicial proceedings. The Receiver appointed and exercising powers under the provisions hereof will not be liable for any loss unless the loss is caused by the Receiver's own negligence (the Receiver will remain liable for its intentional misconduct, reckless conduct or gross negligence), and the Receiver will, when so appointed, be deemed to be the agent of the Company and the Company will be solely responsible for the Receiver's remuneration. No purchaser at any sale and no lessee under any lease purporting to be made in pursuance of the powers set forth in Section 9.8(g) will be bound to see or inquire whether any default has been made or continues or whether any notice required hereunder has been given or as to the necessity or expediency of the stipulations subject to which such sale or lease has been made or otherwise as to the propriety of such sale or lease, or regularity of proceedings or be affected by notice that such default has been made or continues or notice given as aforesaid, or that the sale or lease is otherwise unnecessary, improper or irregular; and notwithstanding any impropriety or irregularity or notice thereof to such purchaser or lessee, the sale or lease as regards such purchaser or lessee will be deemed to be within the aforesaid power and be valid accordingly and the remedy, if any, of the Company in respect of any impropriety or irregularity whatsoever in any such sale or lease will be in damages only.

Receiver or Receiver-Manager. If After the Security Agent appoints Interests have become enforceable, the Secured Party may from time to time appoint in writing any qualified Person to be a Receiver pursuant to Section 9.7(f), of the Collateral and may remove any such Person so appointed and appoint another qualified Person in his stead. Any Receiver appointed under this Agreement will have the following powers: (a) 6.7.1 to take possession of the Collateral or any part thereofof it, and to collect and get in the same Collateral and for that purpose to enter into and upon any lands, tenements, buildings, houses and premises wheresoever and whatsoever and to do any act and take any proceedings in the name of any of the CompanyDebtors, or otherwise, as applicable and as the Receiver deems considers necessary; (b) 6.7.2 to carry on or concur in carrying on the business of any of the Company Debtors (including, without limitationlimiting the generality of the powers contained in this Agreement, the payment of the obligations of any of the Company Debtors whether or not they are due and the cancellation or amendment of any contracts between the Company and any other personContracts) and the employment and discharge of such those agents, managers, clerks, accountants, employees, contractors, workers employees and others upon such terms and with such salaries, wages or remuneration as the Receiver thinks proper; (c) 6.7.3 to repair and keep in repair the Collateral or any part or parts thereof of it, and to do all necessary acts and things for the protection of necessary to protect the Collateral; (d) 6.7.4 to make any arrangement or compromise which he the Receiver thinks expedient in the interest interests of the Security Agent Secured Party or any of the Company Debtors and to assent to any modification or change in or omission from the provisions of this Agreement; (e) 6.7.5 to exchange any part or parts of the Collateral for any other property suitable for the purposes of any of the Company Debtors upon such terms as may that seem expedient expedient, and either with or without payment or exchange of money or equality of exchange or otherwise; (f) 6.7.6 to raise on the security of the Collateral or any part or parts thereofof it, by mortgage, charge or otherwise any sum of money required for the repair, insurance or protection thereofof the Collateral, or any other purposes herein mentionedmentioned in this Agreement, or as may be required to pay off or discharge any lien, charge or encumbrance upon the Collateral or any part thereofof it, which would or might have priority over the security interests hereby created; andSecurity Interests; (g) 6.7.7 whether or not the Receiver has taken possession, to sell or lease or concur in the sale or leasing of any of the Collateral or any part or parts thereof of it after giving each of the Company Debtors not less than 20 days days’ written notice of his the Receiver’s intention to sell or lease lease, and to carry any such sale or lease into effect by conveying, transferring or assigning in the name of or on behalf of any of the Company Debtors or otherwise; and any such sale or lease may be made either at public sale or lease (including public auction or privately closed tender), or by private sale or lease, as the Receiver determines may determine and any such sale or lease may be made from time to time as to the whole or any part or parts of the Collateral; and the Receiver may make any stipulations as to title or conveyance or commencement of title or otherwise which the Receiver deems proper; and the Receiver may buy in or rescind or vary any contract for the sale or lease of any of the Collateral or any part or parts thereofof it, and may resell and re-lease without being answerable liable for any loss occasioned therebyby doing so; and the Receiver may sell or lease any of the same as to Collateral for cash or credit, or part cash and part credit credit, or otherwise as appears may appear to be most advantageous advantageous, and at such the prices as that can be reasonably obtained therefor for the Collateral, and in the event of if a sale or lease on credit neither he the Receiver nor the Security Agent Secured Party will be accountable for or charged with any monies until actually received. Any Receiver appointed hereunder or any one or more of the Holders or any agent or representative thereof, may, as provided by the New York Uniform Commercial Code, become purchasers at any sale or other realization proceedings in respect of the Collateral, or any part thereof, whether made under the power of sale contained in this Agreement or pursuant to judicial proceedings. The Receiver appointed and exercising powers under the provisions hereof will not be liable for any loss unless the loss is caused by the Receiver's own negligence (the Receiver will remain liable for its intentional misconduct, reckless conduct or gross negligence), and the Receiver will, when so appointed, be deemed to be the agent of the Company and the Company will be solely responsible for the Receiver's remuneration. No purchaser at any sale and no lessee under any lease purporting to be made in pursuance of the powers set forth in Section 9.8(g) will be bound to see or inquire whether any default has been made or continues or whether any notice required hereunder has been given or as to the necessity or expediency of the stipulations subject to which such sale or lease has been made or otherwise as to the propriety of such sale or lease, or regularity of proceedings or be affected by notice that such default has been made or continues or notice given as aforesaid, or that the sale or lease is otherwise unnecessary, improper or irregular; and notwithstanding any impropriety or irregularity or notice thereof to such purchaser or lessee, the sale or lease as regards such purchaser or lessee will be deemed to be within the aforesaid power and be valid accordingly and the remedy, if any, of the Company in respect of any impropriety or irregularity whatsoever in any such sale or lease will be in damages only.