Common use of 2Power of Attorney Clause in Contracts

2Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following the occurrence of an Event of Default, to: (a) endorse Borrower’s name on any checks, payment instruments, or other forms of payment or security; (b) sign Xxxxxxxx’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Xxxxxxxx’s name, as Bank chooses); (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Xxxxxxxx’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. Bank’s foregoing appointment as Xxxxxxxx’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminated.

Appears in 2 contracts

Samples: Loan and Security Agreement (Molekule Group, Inc.), Mezzanine Loan and Security Agreement (Molekule Group, Inc.)

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2Power of Attorney. Borrower Each Obligor hereby irrevocably appoints Bank Purchaser Agent by way of security as its lawful attorney-in-fact, exercisable following only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrowersuch Obligor’s or any of its Subsidiaries’ name on any checks, payment instruments, checks or other forms of payment or security; (b) sign Xxxxxxxxsuch Obligor’s or any of its Subsidiaries’ name on any invoice or bill xxxx of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Xxxxxxxx’s name, as Bank chooses)on terms Purchaser Agent determines reasonable; (d) make, settle, and adjust all claims under Borrowerany Obligor’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank Purchaser Agent or a third party as the Code UCC or any applicable law permits. Borrower Each Obligor hereby appoints Bank Purchaser Agent as its lawful attorney-in-fact to sign Xxxxxxxxsuch Obligor’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of BankPurchaser Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied Payment in full and the Loan Documents have been terminatedFull. BankPurchaser Agent’s foregoing appointment as Xxxxxxxxeach Obligor’s or any of its Subsidiaries’ attorney in fact, and all of BankPurchaser Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminatedPayment in Full.

Appears in 2 contracts

Samples: Note Purchase Agreement (Zealand Pharma a/S), Note Purchase Agreement (Zealand Pharma a/S)

2Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following upon the occurrence and during the continuance of an Event of Default, to: : (a) endorse Borrower’s 's name on any checks, payment instruments, checks or other forms of payment or security; (b) sign Xxxxxxxx’s Borrower's name on any invoice or bill xxxx of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Xxxxxxxx’s name, as on terms Bank chooses)determines reasonable; (d) make, settle, and adjust all claims under Borrower’s 's insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (ft) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Xxxxxxxx’s Borrower's name on any documents necessary to perfect or continue the perfection of Bank’s 's security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and the Loan Documents have been terminatedBank is under no further obligation to make Credit Extensions hereunder. Bank’s 's foregoing appointment as Xxxxxxxx’s Borrower's attorney in fact, and all of Bank’s 's rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminatedBank's obligation to provide Credit Extensions terminates.

Appears in 1 contract

Samples: Mezzanine Loan and Security Agreement

2Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks, payment instruments, checks or other forms of payment or security; (b) sign Xxxxxxxx’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Xxxxxxxx’s name, as on terms Bank chooses)determines reasonable; (d) make, settle, and adjust all claims under BorrowerXxxxxxxx’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Xxxxxxxx’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral Collateral, regardless of whether an Event of Default has occurred occurred, until all Obligations have been satisfied in full and the Loan Documents have been terminatedBank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Xxxxxxxx’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminatedBank’s obligation to provide Credit Extensions terminates.

Appears in 1 contract

Samples: Loan and Security Agreement (Molekule Group, Inc.)

2Power of Attorney. Borrower hereby irrevocably appoints Bank as its true and lawful attorney-in-fact, (a) exercisable following upon the occurrence and during the continuance of an Event of Default, to: (ai) endorse Borrower’s name on any checks, payment instruments, or other forms of payment or security; (bii) sign XxxxxxxxBorrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (ciii) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or XxxxxxxxBorrower’s name, as Bank chooses); (div) make, settle, and adjust all claims under BorrowerXxxxxxxx’s insurance policies; (ev) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (fvi) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact ; and (b) regardless of whether an Event of Default has occurred, to sign Xxxxxxxx’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and the Loan Documents have been terminatedCollateral. Bank’s foregoing appointment as Xxxxxxxx’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until such time as all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed satisfied in full, Bank is under no further obligation to make Credit Extensions and the Loan Documents have been terminated. ​ ​ Bank shall not incur any liability in connection with or arising from the exercise of such power of attorney and shall have no obligation to exercise any of the foregoing rights and remedies.

Appears in 1 contract

Samples: Loan and Security Agreement (Olema Pharmaceuticals, Inc.)

2Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks, payment instruments, checks or other forms of payment or security; (b) sign XxxxxxxxBorrower’s name on any invoice or bill xxxx of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Xxxxxxxx’s name, as on terms Bank chooses)determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign XxxxxxxxBorrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and the Loan Documents have been terminatedBank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as XxxxxxxxBorrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminatedBank’s obligation to provide Credit Extensions terminates.

Appears in 1 contract

Samples: Loan and Security Agreement (Blueprint Medicines Corp)

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2Power of Attorney. Borrower hereby irrevocably appoints Bank Agent as its lawful attorney-in-fact, exercisable solely following the occurrence and during the continuance of an Event of Default, to: to (a) endorse Borrower’s name on any checks, payment instruments, or other forms of payment or security; (bi) sign XxxxxxxxBorrower’s name on any invoice or bill xxxx of lading for any Account or drafts against Account Debtors; (cii) demand, collect, suexxx, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in BankAgent’s or XxxxxxxxBorrower’s name, as Bank Agent chooses); (diii) make, settle, and adjust all claims under Borrower’s insurance policies; (eiv) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (fv) transfer the Collateral into the name of Bank Agent or a third party as the Code permits; (vi) receive, open and dispose of mail addressed to Borrower; (vii) endorse Borrower’s name on any checks, payment instruments, or other forms of payment or security; and (viii) notify all Account Debtors to pay Agent directly. Borrower hereby appoints Bank Agent as its lawful attorney-in-fact to sign XxxxxxxxBorrower’s name on any documents necessary to perfect or continue the perfection of BankAgent’s security interest in the Collateral regardless Collateral, solely following the occurrence and during the continuance of whether an Event of Default has occurred Default, until all Obligations (other than inchoate indemnification or reimbursement obligations and other obligations which, by their terms, survive termination of this Agreement) have been satisfied in full and the Loan Documents have been terminated. BankAgent’s foregoing appointment as XxxxxxxxBorrower’s attorney in fact, and all of BankAgent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnification or reimbursement obligations and other obligations which, by their terms, survive termination of this Agreement) have been fully repaid and performed and the Loan Documents have been terminated.

Appears in 1 contract

Samples: Loan and Security Agreement (Mountain Crest Acquisition Corp II)

2Power of Attorney. Borrower hereby irrevocably appoints Bank the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable following upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks, payment instruments, checks or other forms of payment or security; (b) sign XxxxxxxxBorrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and compromise, prosecute, or defend any action, claim, case, or proceeding about any on terms the Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Xxxxxxxx’s name, as Bank chooses)Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in any jurisdiction regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank the Collateral Agent or a third party as the Code permits. Borrower hereby appoints Bank the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Xxxxxxxx’s name on file or record any documents necessary to perfect or continue the perfection of Bankthe Collateral Agent’s security interest interest, for the benefit of Lenders and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been satisfied in full and the Loan Documents have been terminatedno Lender is under any further obligation to make Credit Extensions hereunder. Bank’s The foregoing appointment of the Collateral Agent and any Related Party thereof as Xxxxxxxx’s attorney in fact, and all of Bankthe Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been fully repaid and performed and the Loan Documents have been terminatedeach Lender’s obligation to provide Credit Extensions terminates.

Appears in 1 contract

Samples: Loan Agreement (ImmunoGen, Inc.)

2Power of Attorney. Borrower hereby irrevocably appoints Bank Collateral Agent as its lawful attorney-in-fact, exercisable following upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks, payment instruments, checks or other forms of payment or security; (b) sign XxxxxxxxBorrower’s or any of its Subsidiaries’ name on any invoice or bill xxxx of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and compromise, prosecute, or defend any action, claim, case, or proceeding about any on terms Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Xxxxxxxx’s name, as Bank chooses)Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Bank Collateral Agent as its lawful attorney-in-fact to sign XxxxxxxxBorrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of BankCollateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations and Obligations for Bank Services secured by cash collateral in accordance with the terms of Section 4.1 of this Agreement) have been satisfied in full and Collateral Agent and the Loan Documents have been terminatedLenders are under no further obligation to make Credit Extensions hereunder. BankCollateral Agent’s foregoing appointment as XxxxxxxxBorrower’s or any of its Subsidiaries’ attorney in fact, and all of BankCollateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations and Obligations for Bank Services secured by cash collateral in accordance with the terms of Section 4.1 of this Agreement) have been fully repaid and performed and Collateral Agent’s and the Loan Documents have been terminatedLenders’ obligation to provide Credit Extensions terminates.

Appears in 1 contract

Samples: Loan and Security Agreement (Scholar Rock Holding Corp)

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