Common use of Set-off, Lien and Combination of Accounts Clause in Contracts

Set-off, Lien and Combination of Accounts. 10.1 The Company shall be entitled and authorized to, subject to the provisions of the SFO and relevant rules made thereunder for itself or as agent for the Conrad Group, at any time or from time to time and without notice to the Client, notwithstanding any settlement of account or other matter whatsoever, combine or consolidate any or all of the Client’s accounts and/or his/its Affiliates' accounts (of whatever nature and whether held individually or jointly with others) maintained with the Company and the Conrad Group and set-off or transfer any money, securities or other property standing to the credit of any one or more of such accounts in or towards satisfaction of the indebtedness, obligations or liabilities of the Client and/or any of his/its Affiliates towards the Company and/or the Conrad Group on any other accounts in Hong Kong or overseas whether such indebtedness, obligations or liabilities be present or future, actual or contingent, primary or collateral, several or joint and secured or unsecured. Where such set-off, consolidation, combination or transfer requires the conversion of one currency into another, such conversion shall be calculated at the rate of exchange conclusively determined by the Company to be applicable. 10.2 Subject to a general lien in its favor the Company may hold as security and all or any of the Client’s money, securities and other property held by the Company until the Client has fully paid any and all amounts owed to the Company or the Conrad Group. 10.3 The Client as beneficial owner hereby charges in favour of the Company and each member of the Conrad Group by way of first fixed charge all securities or other property from time to time deposited by the Client or on his/its behalf with the Company or purchased for or otherwise being held in or by or under the order or control of the Company or the Conrad Group for the Account or any other account whatsoever, including any and all rights, title and interest, present and future, therein (collectively called "Charged Property") as continuing security for all of the Client’s liabilities and obligations due, owing or incurred towards the Company and each member of the Conrad Group of whatever nature and from time to time and the Client hereby assigns and releases to the Company and each member of the Conrad Group all such securities or other property as aforesaid. Subject to the provisions of the SFO and relevant rules made thereunder, in the event of the Client’s failure to pay any indebtedness or outstanding amount due, owing or incurred to the Company or any member of the Conrad Group when due or on demand by the relevant company or entity, or an order is made or petition presented or resolution passed for the bankruptcy, winding up or dissolution of the Client, or the Client is declared incompetent or in the event of Client’s death, the Company shall be entitled to sell or, as the case may be, the relevant member of the Conrad Group shall be entitled to direct the Company to sell, at the absolute discretion of the said company or entity both as to manner and time of sale and consideration, any of the Charged Property whether or not held in mutuum and whether or not the delivery of any property comprised in the Charged Property shall have been required pursuant to any instruction from the Client or any Authorized Person and to deduct from the sale proceeds such amount as is necessary to discharge the indebtedness or outstanding amount and pay the same to the said company. For this purpose, a confirmation issued by the Company or any member of the Conrad Group certifying the amount of indebtedness or outstanding amount due to it by the Client at any time and that the Client has failed to pay the same to it shall be final, conclusive and binding on the Client. 10.4 Subject to the provisions of the SFO and relevant rules made thereunder, upon an event of default set out in Clause 12 of the General Terms and Conditions hereof, the Company shall have the right, without any notice or demand, to take any of the actions set out in the said Clause 12 and apply the net proceeds (after deduction of all fees, costs and expenses incurred) in reduction of the Client’s outstanding obligations or indebtedness to the Company or the Conrad Group.

Set-off, Lien and Combination of Accounts. 10.1 The Company shall be entitled and authorized to, subject to the provisions of the SFO and relevant rules made thereunder for itself or as agent for the Conrad Chief Group, at any time or from time to time and without notice to the Client, notwithstanding any settlement of account or other matter whatsoever, combine or consolidate any or all of the Client’s accounts and/or his/its Affiliates' Affiliates ‘accounts (of whatever nature and whether held individually or jointly with others) maintained with the Company and the Conrad Chief Group and set-off or transfer any money, securities or other property standing to the credit of any one or more of such accounts in or towards satisfaction of the indebtedness, obligations or liabilities of the Client and/or any of his/its Affiliates towards the Company and/or the Conrad Chief Group on any other accounts in Hong Kong or overseas whether such indebtedness, obligations or liabilities be present or future, actual or contingent, primary or collateral, several or joint and secured or unsecured. Where such set-off, consolidation, combination or transfer requires the conversion of one currency into another, such conversion shall be calculated at the rate of exchange conclusively determined by the Company to be applicable. 10.2 Subject to a general lien in its favor favour the Company may hold as security and all or any of the Client’s money, securities and other property held by the Company until the Client has fully paid any and all amounts owed to the Company or the Conrad Chief Group. 10.3 The Client as beneficial owner hereby charges in favour of the Company and each member of the Conrad Chief Group by way of first fixed charge all securities or other property from time to time deposited by the Client or on his/its behalf with the Company or purchased for or otherwise being held in or by or under the order or control of the Company or the Conrad Chief Group for the Account or any other account whatsoever, including any and all rights, title and interest, present and future, therein (collectively called "Charged Property") as continuing security for all of the Client’s liabilities and obligations due, owing or incurred towards the Company and each member of the Conrad Chief Group of whatever nature and from time to time and the Client hereby assigns and releases to the Company and each member of the Conrad Chief Group all such securities or other property as aforesaid. Subject to the provisions of the SFO and relevant rules made thereunder, in the event of the Client’s failure to pay any indebtedness or outstanding amount due, owing or incurred to the Company or any member of the Conrad Chief Group when due or on demand by the relevant company or entity, or an order is made or petition presented or resolution passed for the bankruptcy, winding up or dissolution of the Client, or the Client is declared incompetent or in the event of Client’s death, the Company shall be entitled to sell or, as the case may be, the relevant member of the Conrad Chief Group shall be entitled to direct the Company to sell, at the absolute discretion of the said company or entity both as to manner and time of sale and consideration, any of the Charged Property whether or not held in mutuum and whether or not the delivery of any property comprised in the Charged Property shall have been required pursuant to any instruction from the Client or any Authorized Person and to deduct from the sale proceeds such amount as is necessary to discharge the indebtedness or outstanding amount and pay the same to the said company. For this purpose, a confirmation issued by the Company or any member of the Conrad Chief Group certifying the amount of indebtedness or outstanding amount due to it by the Client at any time and that the Client has failed to pay the same to it shall be final, conclusive and binding on the Client. 10.4 Subject to the provisions of the SFO and relevant rules made thereunder, upon an event of default set out in Clause 12 of the General Terms and Conditions hereof, the Company shall have the right, without any notice or demand, to take any of the actions set out in the said Clause 12 and apply the net proceeds (after deduction of all fees, costs and expenses incurred) in reduction of the Client’s outstanding obligations or indebtedness to the Company or the Conrad Chief Group.

Set-off, Lien and Combination of Accounts. 10.1 The Company shall be entitled and authorized to, subject to the provisions of the SFO and relevant rules made thereunder for thereunderfor itself or as agent for the Conrad Group, VMI Securities Limited,at any time or from time to time and without notice to the Client, ,notwithstanding any settlement of account or other matter whatsoever, ,combine or consolidate any or all of the Client’s accounts and/or his/its Affiliates' accounts Affiliates'accounts (of whatever nature and whether held individually or jointly with otherswithothers) maintained with the Company and the Conrad Group VMI Securities Limited and set-off or transfer any moneyanymoney, securities or other property otherproperty standing to the credit of any one or more ormore of such accounts in or towards satisfaction of the indebtedness, ,obligations or liabilities of the Client and/or any of his/its Affiliates towards the Company and/or Companyand/or the Conrad Group VMI Securities Limited on any other accounts in Hong Kong or overseas whether such indebtednesssuchindebtedness, obligations or liabilities be present or future, actual or contingentorcontingent, primary or collateral, several or joint and secured or unsecuredorunsecured. Where such set-off, consolidation, combination or transfer requires transferrequires the conversion of one currency into another, such conversion shall conversionshall be calculated at the rate of exchange conclusively determined by the bythe Company to be applicable. 10.2 . Subject to a general lien in its favor the Company may hold as security assecurity and all or any of anyof the Client’s money, securities and other property held by the Company until the Client has fully hasfully paid any and all amounts owed to the Company or the Conrad Group. 10.3 VMI Securities Limited. The Client as beneficial owner hereby charges in favour of the Company and each member of the Conrad Group by VMI Securities Limitedby way of first fixed charge all securities or other property from time to time totime deposited by the Client or on his/its behalf with the Company or purchased for or otherwise orotherwise being held in or by or under the order or control of the Company or the Conrad Group VMI Securities Limited for the Account theAccount or any other account whatsoever, including any and all rights, ,title and interest, present and future, therein (collectively called "Charged Property") as continuing security for all of the Client’s liabilities and obligations dueobligationsdue, owing or incurred towards the Company and each member of the Conrad Group VMI Securities Limited of whatever nature and natureand from time to time and the Client hereby assigns and releases to the Company and each member eachmember of the Conrad Group VMI Securities Limited all such securities or other property as aforesaid. Subject to Subjectto the provisions of the SFO and relevant rules made thereunder, in the event theevent of the Client’s failure to pay any indebtedness or outstanding amount dueamountdue, owing or incurred to the Company or any member of the Conrad Group VMI Securities Limited when due or on demand by the bythe relevant company or entity, or an order is made or petition presented or resolution orresolution passed for the bankruptcy, winding up or dissolution of the Client, ,or the Client is declared incompetent or in the event of Client’s death, the Company shall be entitled to sell or, as the asthe case may be, the relevant member of the Conrad Group VMI Securities Limited shall be entitled to direct the Company to selltosell, at the absolute discretion of the said company or entity both as to manner and mannerand time of sale and consideration, any of the Charged Property whether or whetheror not held in mutuum and whether or not the delivery of any property comprised propertycomprised in the Charged Property shall have been required pursuant to any toany instruction from the Client or any Authorized Person and to deduct from the fromthe sale proceeds such amount as is necessary to discharge the indebtedness theindebtedness or outstanding amount and pay the same to the said company. For this purpose, a confirmation issued by the Company or any member of the Conrad Group certifying VMI Securities Limitedcertifying the amount of indebtedness or outstanding amount due to it by itby the Client at any time and that the Client has failed to pay the same to it shall be finalbefinal, conclusive and binding on the Client. 10.4 . Subject to the provisions of the SFO and relevant rules made thereunder, ,upon an event of default set out in Clause 12 of the General Terms and Conditions hereof, the Company shall Companyshall have the right, without any notice or demand, to take any of the actions theactions set out in the said Clause 12 and apply the net proceeds (after deduction afterdeduction of all fees, costs and expenses incurred) in reduction of the Client’s outstanding Client’soutstanding obligations or indebtedness to the Company or the Conrad GroupVMI Securities Limited.