Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor; (b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent; (c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and (g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 33 contracts
Samples: Guaranty and Security Agreement (CVR Energy Inc), Guaranty and Security Agreement, Guaranty and Security Agreement
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, in each case constituting Collateral, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 5 contracts
Samples: Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 5 contracts
Samples: Security Agreement (Servicesource International LLC), Security Agreement (Servicesource International LLC), Security Agreement (Utstarcom Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersGroup, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 4 contracts
Samples: Guaranty and Security Agreement (Power Solutions International, Inc.), Guarantee and Security Agreement (API Technologies Corp.), Guaranty and Security Agreement (Unifi Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 4 contracts
Samples: Security Agreement (Insteel Industries Inc), Guaranty and Security Agreement (Concrete Pumping Holdings, Inc.), Guaranty and Security Agreement (Unifi Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, Agreement to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, includingincluding the following:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Creditors, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 4 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement, Term Loan Credit Agreement (OCI Partners LP)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and, upon the occurrence and in during the name continuance of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this the foregoing, subject to any applicable Requirements of Law (including Gaming Laws) and any applicable Intercreditor Agreement, including:
the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Pledgor, (a) to askreceive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in connection with the Accounts or and by virtue of any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
Collateral; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for sign the collection name of any Pledgor on any invoice or xxxx of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect lading relating to any of the Collateral;
; (e) to repairsend verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, alter, actions or supply goods, if any, necessary to fulfill in whole proceedings at law or in part equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the purchase order of Collateral or to enforce any Person obligated to such Grantor rights in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such GrantorCollateral; and
(g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, on behalf or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Lender Group exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and agents shall be irrevocable until this Agreement is terminatedresponsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Collateral Agreement (PlayAGS, Inc.), Collateral Agreement (AP Gaming Holdco, Inc.), Collateral Agreement (AP Gaming Holdco, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, including:
subject to applicable Requirements of Law, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Pledgor, (a) to askreceive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in connection with the Accounts or and by virtue of any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
Collateral; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for sign the collection name of any Pledgor on any invoice or xxxx of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect lading relating to any of the Collateral;
; (e) to repairsend verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, alter, actions or supply goods, if any, necessary to fulfill in whole proceedings at law or in part equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the purchase order of Collateral or to enforce any Person obligated to such Grantor rights in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such GrantorCollateral; and
(g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, on behalf or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Lender Group exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and agents shall be irrevocable until this Agreement is terminatedresponsible to any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.), Credit Agreement (MBOW Four Star, L.L.C.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agentthe Collateral Agent (other than with respect to mail from legal counsel for any Grantor);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, Trade Secrets, trade names, URLs, domain namesDomain Names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and;
(g) the Collateral Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Creditors, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Property, including Intellectual Property Licenses and, and if the Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Collateral Agent in aid of such enforcement; and
(h) to sign any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each registered Intellectual Property right and each application for such registration, and record the same. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Jill Intermediate LLC), Abl Credit Agreement (Jill Intermediate LLC)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, including:
the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Pledgor, (a) to askreceive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in connection with the Accounts or and by virtue of any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
Collateral; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for sign the collection name of any Pledgor on any invoice or xxxx of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect lading relating to any of the Collateral;
; (e) to repairsend verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, alter, actions or supply goods, if any, necessary to fulfill in whole proceedings at law or in part equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the purchase order of Collateral or to enforce any Person obligated to such Grantor rights in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such GrantorCollateral; and
(g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, on behalf or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Lender Group exercise of the powers granted to them herein, and neither they nor any of their respective officers, directors, employees or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and agents shall be irrevocable until this Agreement is terminatedresponsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Collateral Agreement, Collateral Agreement (Great Wolf Resorts, Inc.), Collateral Agreement (EVERTEC, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor Subject to the terms of the Senior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement, each Pledgor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this the foregoing, subject to applicable Requirements of Law and the Senior Lien Intercreditor Agreement, including:
the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Pledgor, (a) to askreceive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in connection with the Accounts or and by virtue of any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
Collateral; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for sign the collection name of any Pledgor on any invoice or xxxx of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect lading relating to any of the Collateral;
; (e) to repairsend verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, alter, actions or supply goods, if any, necessary to fulfill in whole proceedings at law or in part equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the purchase order of Collateral or to enforce any Person obligated to such Grantor rights in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such GrantorCollateral; and
(g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, on behalf or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Lender Group exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and agents shall be irrevocable until this Agreement is terminatedresponsible to any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Collateral Agreement (MBOW Four Star, L.L.C.), Term Loan Agreement (MBOW Four Star, L.L.C.), Collateral Agreement (MBOW Four Star, L.L.C.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersLenders, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 3 contracts
Samples: Security Agreement (FiscalNote Holdings, Inc.), Security Agreement (Patrick Industries Inc), Security Agreement (Patrick Industries Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, and to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersGroup, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 3 contracts
Samples: Subordination Agreement, Subordination Agreement (Nuverra Environmental Solutions, Inc.), First Lien Guaranty and Security Agreement (Nuverra Environmental Solutions, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor Holdings hereby irrevocably appoints the Agent its the attorney-in-factfact of Holdings for the purpose of carrying out the provisions of this Agreement and, with full authority in upon the place occurrence and stead during the continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this the foregoing, subject to any applicable Requirements of Law (including Gaming Laws) and any applicable Intercreditor Agreement, including:
the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of Holdings, (a) to askreceive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in connection with the Accounts or and by virtue of any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
Pledged Collateral; (d) to file sign the name of Holdings on any claims invoice or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection xxxx of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect lading relating to any of the Pledged Collateral;
; (e) to repaircommence and prosecute any and all suits, alter, actions or supply goods, if any, necessary to fulfill in whole proceedings at law or in part equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the purchase order of Pledged Collateral or to enforce any Person obligated to such Grantor rights in respect of any Account of such Grantor;
Pledged Collateral; (f) to use settle, compromise, compound, adjust or defend any Intellectual Property actions, suits or Intellectual Property Licenses proceedings relating to all or any of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral the Pledged Collateral; and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, on behalf or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Lender Group exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and agents shall be irrevocable until this Agreement is terminatedresponsible to Holdings for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Holdings Guarantee and Pledge Agreement (PlayAGS, Inc.), Holdings Guarantee and Pledge Agreement (AP Gaming Holdco, Inc.), Holdings Guarantee and Pledge Agreement (AP Gaming Holdco, Inc.)
Agent Appointed Attorney-in-Fact. Each Parent and each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in the place and stead of Parent or such Grantor and in the name of Parent or such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such any Grantor;
(b) to receive and open all mail addressed to such any Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel PaperPaper of any Grantor;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such any Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such any Grantor in respect of any Account of such any Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such any Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, Parent and each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 3 contracts
Samples: Guaranty and Security Agreement (Nevada Gold & Casinos Inc), Guaranty and Security Agreement (Nevada Gold & Casinos Inc), Guaranty and Security Agreement (Nevada Gold & Casinos Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or and the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 3 contracts
Samples: Security Agreement (Portrait Corp of America, Inc.), Security Agreement (Boston Gear LLC), Security Agreement (Monotype Imaging Holdings Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementIndenture, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorseendorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or the Bank Product Providers, Holders shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Baseline Oil & Gas Corp.), Security Agreement (Baseline Oil & Gas Corp.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, without notice to Grantor, including, without limitation:
(a) at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to file any claims or take any action or institute any proceedings which Agent may deem reasonably necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agentat such time as an Event of Default has occurred and is continuing under the Credit Agreement, Agent on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses any intellectual property licenses included within the Collateral and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Bakers Footwear Group Inc), Security Agreement (Bakers Footwear Group Inc)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints the Agent its as the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, including:
the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Pledgor, (a) to askreceive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in connection with the Accounts or and by virtue of any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
Collateral; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for sign the collection name of any Pledgor on any invoice or xxxx of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect lading relating to any of the Collateral;
; (e) to repairsend verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, alter, actions or supply goods, if any, necessary to fulfill in whole proceedings at law or in part equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the purchase order of Collateral or to enforce any Person obligated to such Grantor rights in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such GrantorCollateral; and
(g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, on behalf or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Lender Group exercise of the powers granted to them herein, and neither they nor any of their respective officers, directors, employees or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and agents shall be irrevocable until this Agreement is terminatedresponsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Collateral Agreement (EVERTEC, Inc.), Collateral Agreement (EVERTEC, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably constitutes and appoints the Agent its as the attorney-in-fact, fact of such Pledgor with full authority power of substitution either in the place and stead of such Grantor and Agent’s name or in the name of such Grantor Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise, at such time as ; (b) upon an Event of Default has occurred Default, to ask for, demand, xxx for, collect, receive, receipt and is continuing give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Agent’s security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13.(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) upon an Event of Default, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) upon an Event of Default, to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the Credit Agreement, Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument (not taken or executed by such Pledgor promptly upon the request of the Agent) which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under do all acts and things and execute all documents in the name of the Pledgor or otherwise, deemed by the Agent as necessary, proper and convenient in connection with the Accounts preservation, perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Agent or any other Collateral Lender to make any commitment or to make any inquiry as to the nature or sufficiency of such Grantor;
(b) any payment received by it, or to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts present or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims claim or notice, or to take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to the Pledged Collateral or any of part thereof or the Collateral;
(e) moneys due or to repairbecome due in respect thereof or any property covered thereby, alterand no action taken by the Agent or any Lender or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or supply goods, if any, necessary to fulfill offset in whole or in part the purchase order favor of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property Pledgor or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, claim or advertising matter, in preparing for sale, advertising for sale, action against the Agent or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcementLender. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This The power of attorney granted herein is irrevocable and coupled with an interest and shall be irrevocable until this Agreement is terminatedinterest.
Appears in 2 contracts
Samples: Construction Loan Agreement (Corporate Office Properties Trust), Construction Loan Agreement (Corporate Office Properties Trust)
Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in effective upon the place occurrence and stead continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred Default, for the purpose of carrying out the provisions of this Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive which appointment is irrevocable and give acquittance and receipts for moneys due and to become due under or in connection coupled with an interest. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent's name or in the name of the Grantor, to bring suit in its own name to enforce the Intellectual Property ask for, demand, xxx for, collect, receive receipt and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do give acquittance for any and all lawful acts moneys due or to become due and execute under and by virtue of any Collateral, to endorse checks, drafts, orders and all proper documents reasonably required other instruments for the payment of money payable to the Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent. The Agent may present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in aid of such enforcement. To respect thereof or any property covered thereby, and no action taken by the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do Agent or cause omitted to be done by virtue hereof. This power taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedthe Grantor or to any claim or action against the Agent or the Lenders in the absence of the gross negligence or wilful misconduct of the Agent or the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Manischewitz B Co LLC), Pledge Agreement (Rab Enterprises Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel PaperPaper that constitute Collateral;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;; and
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, to the extent necessary in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Nl Industries Inc), Guaranty and Security Agreement (Kronos Worldwide Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, to, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem reasonably necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Pledge and Security Agreement (BlueLinx Holdings Inc.), Credit and Guaranty Agreement (BlueLinx Holdings Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Bookham, Inc.), Security Agreement (Bell Industries Inc /New/)
Agent Appointed Attorney-in-Fact. Each Upon the occurrence and during the continuance of a Designated Default, Grantor hereby irrevocably appoints Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time in Agent's discretion, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (a) following the occurrence and during the continuance of a Designated Default, to:
(ai) obtain and adjust insurance required to be paid to the Agent or any Holders of Secured Obligations pursuant to the Credit Agreement;
(ii) ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such GrantorCollateral;
(biii) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral in connection with clause (i) or Chattel Paper;(ii) above; and
(div) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor Collateral, or otherwise to enforce the rights of Agent with respect to any of the Collateral; provided, however, that the Grantor irrevocably appoints Agent as Grantor's attorney-in-fact, with full authority in place and stead of Grantor and in the name of the Grantor or otherwise, from time to time in Agent's discretion, at any time, to take any reasonable action and to execute any instrument which the Agent may reasonably deem necessary or advisable, to:
(i) obtain access to records maintained for Grantor by computer services companies and other service companies or bureaus;
(eii) send requests under Grantor's, the Agent's or a fictitious name to repair, alter, Grantor's customers or supply goods, if any, necessary account debtors for verification of Accounts provided that the Agent gives the Grantor written notice prior to fulfill in whole or in part the purchase order of initiating any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantorverifications; and
(giii) Agent, on behalf do all other things consistent with the terms of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedas may be reasonably necessary to carry out the terms hereof.
Appears in 2 contracts
Samples: Security Agreement (Gfsi Inc), Security Agreement (Gfsi Inc)
Agent Appointed Attorney-in-Fact. Each Grantor (a) The Pledgor hereby irrevocably appoints the Agent its as the Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor the Pledgor and in the name of such Grantor the Pledgor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit Agreement, Agent's discretion to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable desirable to accomplish the purposes of this Agreement, including:, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.
(ab) The Pledgor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgor's true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any Convertible Debentures, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Pledgees; (ii) to asksign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against Pxxxxors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, xxx receipt for, recover, compromise, receive settle and give acquittance and receipts sue for moneys monies due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
; (ev) to repairgenerally, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shallxx do, at the request option of Agentthe Pledgees, do and at the expense of the Pledgor, at any and time, or from time to time, all lawful acts and execute any things which the Pledgees deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Debentures all proper documents reasonably required by Agent as fully and effectually as the Pledgor might or could do; and (vi) in aid the event of such enforcement. To the extent permitted by lawbankruptcy of the Pledgor, each Grantor to appoint a receiver or equivalent person to marshall Pledgor's assets, and the Pledgor hereby ratifies all that such attorney-in-fact xxxx xxxd attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until for the term of this Agreement is terminatedand thereafter as long as any of the Obligations shall be outstanding.
(c) On a continuing basis, the Pledgor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Pledgees, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Pledgees the grant or perfection of a security interest in all the Collateral under the UCC.
(d) The Pledgor hereby irrevocably appoints the Agent as the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor, from time to time in the Agent's discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Pledgor where permitted by law.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Amnis Systems Inc), Pledge and Security Agreement (Amnis Systems Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with fact at the time of the execution of this Agreement. The Agent shall have full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Agent and the Secured Parties with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, The Agent shall have the right, but shall not be obligated, to bring suit in its own name but for the benefit of the Secured Parties to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Agent in aid of such enforcement. To the extent permitted by lawLaw, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Ants Software Inc), Security Agreement (Ants Software Inc)
Agent Appointed Attorney-in-Fact. Each Grantor Subject in all respects to the Intercreditor Agreement, Borrower and each other Loan Party hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in the place and stead of Borrower and such Grantor Loan Party and in the name of Borrower or such Grantor Loan Party or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable has been directed in writing by the Required Lenders to accomplish the purposes of this Agreement, including:
(ai) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such GrantorBorrower or such other Loan Party;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(cii) to receive, indorse, and collect any drafts or other instruments, documents, . Negotiable Collateral or Chattel Paper;
(diii) to file any claims or take any action or institute any proceedings which the Agent (at the written direction of the Required Lenders) may deem necessary or desirable for the collection of any of the Collateral of such Grantor Borrower or such other Loan Party or otherwise to enforce the rights of Agent the Secured Parties with respect to any of the Collateral;
(eiv) to repair, alter, or supply goodsGoods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such Grantor other Loan Party in respect of any Account of such GrantorBorrower or such other Loan Party;
(fv) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, Borrower or such other Loan Party including but not limited to any labels, . Patents, Trademarks, trade names, URLs, domain names, industrial designs, . Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; andBorrower or such other Loan Party;
(gvi) Agentto take exclusive possession of all locations where Borrower or any other Loan Party conducts its business or has rights of possession, on behalf without notice to or consent of Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the Lender Group possession or use of any location;
(vii) the Bank Product Providers, Agent shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if the Agent shall commence any such suit, the appropriate Grantor Borrower or such other Loan Party shall, at the request of the Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Agent in aid of such enforcement. To ; and
(viii) to the extent permitted by applicable law, Borrower and each Grantor other Loan Party hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedall Commitments of the Lenders to provide Advances are terminated and all Obligations (other than unasserted contingent indemnification obligations) have been paid in full in cash.
Appears in 2 contracts
Samples: Credit and Security Agreement (SAExploration Holdings, Inc.), Credit and Security Agreement (SAExploration Holdings, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersGroup, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Monotype Imaging Holdings Inc.), Security Agreement (TB Wood's INC)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable in its Permitted Discretion for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (BlueLinx Holdings Inc.), Guaranty and Security Agreement (BlueLinx Holdings Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to askobtain, an upon the occurrence and during the continuance of an Event of Default, adjust insurance required to be paid to the Agent pursuant to Section 9,
(b) upon the occurrence and during the continuation of any Event of Default, to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;Collateral,
(c) upon the occurrence and during the continuance of a Cash Control Trigger Event, to receive, indorse, indorse and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral in connection with clause (a) or Chattel Paper;(b) above,
(d) upon the occurrence and during the continuation of any Event of Default to file any claims or take any action or institute any proceedings which that the Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part upon the purchase order occurrence and during the continuation of any Person obligated to such Grantor in respect Event of any Account of such Grantor;
(f) Default, to use any Intellectual Property or Intellectual IP Agreements (solely pursuant to the terms thereof) that are not Excluded Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral;
(f) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including actions to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its sole discretion, any such payments made by Agent to become obligations of such Grantor to Agent, due and payable immediately without demand;
(i) upon the occurrence and during the continuation of any Event of Default, generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and (ii) to do, at Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and Agent’s security interest therein in order to collect effect the intent of this Agreement, all as fully and effectively as such Grantor might do;
(h) upon the occurrence and during the continuation of any amounts due under AccountsEvent of Default, contracts to repair, alter, or Negotiable Collateral supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to the Borrower or such other Grantor in respect of any Account of the Borrower or such other Grantor; and
(gi) Agent, on behalf upon the occurrence and during the continuance of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedany Event of Default, to bring suit in take exclusive possession of all locations where the Borrower or other Grantor conducts its own name business or has rights of possession, with prompt notice to enforce the Intellectual Property Borrower or any Grantor and Intellectual Property Licenses andto use such locations to store, if Agent shall commence process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedlocation.
Appears in 2 contracts
Samples: Security Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Revolving Credit Agreement, subject to the terms of the First Lien Intercreditor Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, includingincluding the following:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Creditors, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (OCI Partners LP)
Agent Appointed Attorney-in-Fact. Each To the full extent permitted by -------------------------------- applicable law, including the Communications Act and FCC regulations, and subject to Section 16(j) hereof, each Grantor hereby irrevocably appoints the Agent its as such Grantor's attorney-in-fact, effective upon and during continuance of an Event of Default, with full authority in the place and stead of such Grantor Grantor, and in the name of such Grantor Grantor, or otherwise, at such from time as an Event to time, in the Agent's sole and absolute discretion to do any of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary following acts or advisable to accomplish the purposes of this Agreement, includingthings:
(a) to ask, demand, collect, xxx for, recover, compromise, receive do all acts and give acquittance and receipts for moneys due things and to become due under execute all documents necessary or in connection with advisable to perfect and continue perfected the Accounts or any other Collateral of such Grantor;
security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to receive do any and open all mail addressed to every act which such Grantor and is obligated to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
do under this Agreement; (c) to receiveprepare, indorsesign, file and collect record, in such Grantor's name, any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings which the Agent may reasonably deem necessary or desirable for the collection protection or enforcement of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent the Lenders with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matterthe Programs, in preparing for salethe Patents and the Marks; provided, advertising for salehowever, or selling Inventory or other Collateral and that the Agent shall be -------- ------- under no obligation whatsoever to collect take any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Bank Product Providers, shall have Lenders' own gross negligence or willful misconduct) taken with respect thereto. Each Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do exercising any right or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until taking any action under this Agreement is terminatedAgreement.
Appears in 2 contracts
Samples: Security Agreement (Entravision Communications Corp), Security Agreement (Entravision Communications Corp)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby -------------------------------- irrevocably appoints Agent its as Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such Grantor Pledgor, Agent or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreement, to time in Agent's discretion to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, includingincluding without limitation:
(a) to file one or more financing or continuation statements, or amendments thereto, or stock powers or other endorsements or instruments of transfer or assignments in blank, relative to all or any part of the Pledged Collateral, or to enter into agreements with Agent and any securities intermediaries described in Section 1 relating to any Pledged Collateral to protect Agent's security interest therein, in form and substance satisfactory to Agent, in each case without the signature of Pledgor;
(b) after the occurrence and during the continuation of any Event of Default, to ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of AgentPledged Collateral;
(c) after the occurrence and during the continuation of any Event of Default, to receive, indorse, endorse and collect any drafts instruments made payable to Pledgor representing any dividend, principal or interest payment or other instruments, documents, Negotiable distribution in respect of the Pledged Collateral or Chattel Paper;any part thereof and to give full discharge for the same; and
(d) after the occurrence and during the continuation of any Event of Default, to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Pledged Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Pledged Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Credit Agreement (Cb Richard Ellis Services Inc), Credit Agreement (Cb Commercial Real Estate Services Group Inc)
Agent Appointed Attorney-in-Fact. Each Grantor To the full extent permitted by -------------------------------- applicable law, including the Communications Act and FCC regulations, and subject to Section 14(j) hereof, each Pledgor hereby irrevocably appoints the Agent its as such Pledgor's attorney-in-fact, effective upon and during continuance of an Event of Default, with full authority in the place and stead of such Grantor Pledgor, and in the name of such Grantor Pledgor, or otherwise, at such from time as an Event to time, in the Agent's sole and absolute discretion to do any of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary following acts or advisable to accomplish the purposes of this Agreement, includingthings:
(a) to ask, demand, collect, xxx for, recover, compromise, receive do all acts and give acquittance and receipts for moneys due things and to become due under execute all documents necessary or in connection with advisable to perfect and continue perfected the Accounts or any other Collateral of such Grantor;
security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to receive do any and open all mail addressed every act which such Pledgor is obligated to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
do under this Agreement; (c) to receiveprepare, indorsesign, file and collect record, in such Pledgor's name, any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; and (e) to file any claims or take any action or institute any proceedings which the Agent may reasonably deem necessary or desirable for the collection protection or enforcement of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent the Lenders with respect to any of the Collateral;
(e) ; provided, however, that the Agent shall -------- ------- be under no obligation whatsoever to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of take any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Bank Product Providers, shall have Lenders' own gross negligence or willful misconduct) taken with respect thereto. Each Pledgor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do exercising any right or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until taking any action under this Agreement is terminatedAgreement.
Appears in 2 contracts
Samples: Pledge Agreement (Entravision Communications Corp), Pledge Agreement (Entravision Communications Corp)
Agent Appointed Attorney-in-Fact. Each Grantor Borrower and each other Loan Party hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in the place and stead of Borrower and such Grantor Loan Party and in the name of Borrower or such Grantor Loan Party or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable has been directed in writing by the Required Lenders to accomplish the purposes of this Agreement, including:
(ai) to ask, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such GrantorBorrower or such other Loan Party;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(cii) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(diii) to file any claims or take any action or institute any proceedings which the Agent (at the written direction of the Required Lenders) may deem necessary or desirable for the collection of any of the Collateral of such Grantor Borrower or such other Loan Party or otherwise to enforce the rights of Agent the Secured Parties with respect to any of the Collateral;
(eiv) to repair, alter, or supply goodsGoods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such Grantor other Loan Party in respect of any Account of such GrantorBorrower or such other Loan Party;
(fv) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; andBorrower or such other Loan Party;
(gvi) Agentto take exclusive possession of all locations where Borrower or any other Loan Party conducts its business or has rights of possession, on behalf without notice to or consent of Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the Lender Group possession or use of any location;
(vii) the Bank Product Providers, Agent shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if the Agent shall commence any such suit, the appropriate Grantor Borrower or such other Loan Party shall, at the request of the Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Agent in aid of such enforcement. To ; and
(viii) to the extent permitted by applicable law, Borrower and each Grantor other Loan Party hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedall Commitments of the Lenders to provide the Term Loan are terminated and all Obligations (other than unasserted contingent indemnification obligations) have been paid in full in cash (and, in the case of an election made under Section 2.6(a) hereof with respect to payment of certain outstanding interest in accordance with the provisions thereof, payment of such interest from Stock issued by the Borrower).
Appears in 2 contracts
Samples: Term Loan and Security Agreement (Genasys Inc.), Term Loan and Security Agreement
Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's Permitted Discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Secured Note Purchase Agreement, including, without limitation:
(a) after the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx forsue xxx, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any of the Accounts or any other Collateral of such GrantorCollateral;
(b) to receive after the occurrence and open all mail addressed to such Grantor and to notify postal authorities to change during the address for the delivery continuance of mail to such Grantor to that an Event of Agent;
(c) Default, to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with CLAUSE (A) above;
(dc) after the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Agent with respect to any of the Collateral;
(d) after the occurrence and during the continuance of an Event of Default, to discharge any Lien or encumbrance on or against any of the Collateral or bond the same;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of give any Person obligated to such Grantor in respect of notices and record any Account of such GrantorLiens;
(f) to use make any Intellectual Property payments or Intellectual Property Licenses take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of such Grantorthe Agent, including but not limited for the benefit of the Holders, on the Collateral;
(g) after the occurrence and during the continuance of an Event of Default, to execute and give receipt for any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, certificate of ownership or advertising matter, in preparing for sale, advertising for sale, any document or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantortitle; and
(gh) after the occurrence and during the continuance of an Event of Default, to transfer title to any item of Collateral. All Persons dealing with the Agent, on behalf or any employee or agent of the Lender Group Agent acting pursuant hereto, or any substitute attorney-in-fact for the Bank Product ProvidersAgent, shall have be fully protected in treating the right, but shall not be obligated, to bring suit powers and authorities conferred by this SECTION 15 as existing and continuing in its own name to enforce the Intellectual Property full force and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcementeffect. To the extent permitted by law, each The Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until irrevocable. This power of attorney shall terminate upon the termination of this Agreement is terminatedpursuant to SECTION 23.
Appears in 2 contracts
Samples: Guarantor Security and Pledge Agreement (National Record Mart Inc /De/), Issuer Security and Pledge Agreement (National Record Mart Inc /De/)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor for the purpose of carrying out the provisions of this Agreement and in taking any action and executing any instrument that the name Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (it being understood that no rights shall be exercised under such power of such Grantor or otherwise, at such time as attorney unless an Event of Default has occurred and is continuing continuing). Without limiting the generality of the foregoing, subject to applicable Requirements of Law and the Intercreditor Agreements, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Grantor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the Credit Agreementname of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to take collect or otherwise realize on all or any action of the Collateral or to enforce any rights in respect of any Collateral; (g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to execute any instrument which Agent may reasonably deem do all other acts and things necessary or advisable to accomplish carry out the purposes of this Agreement, including:
(a) as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to askmake any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, demandor to present or file any claim or notice, collect, xxx for, recover, compromise, receive and give acquittance and receipts for or to take any action with respect to the Collateral or any part thereof or the moneys due and or to become due under or in connection with the Accounts respect thereof or any property covered thereby. The Agent and the other Collateral Secured Parties shall be accountable only for amounts actually received as a result of such Grantor;
(b) the exercise of the powers granted to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorsethem herein, and collect any drafts neither they nor their officers, directors, employees or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect agents shall be responsible to any of the Collateral;
(e) Grantor for any act or failure to repairact hereunder, alterexcept for their own or their Related Parties’ gross negligence, bad faith, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedwillful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as such Grantor’s attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Agent or otherwise, from time to time in Agent’s discretion (at such time as an Event the direction of Default has occurred the Required Lenders and is continuing under the Credit Agreement, subject however to compliance with applicable law) to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable (at the direction of the Required Lenders) to accomplish the purposes of this AgreementAgreement to the extent any such action is not inconsistent with the DIP Order or the Credit Agreement and without application to or order of the Bankruptcy Court, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor or paid to Agent pursuant to the Credit Agreement;
(b) to ask for, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of AgentCollateral;
(c) to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce or protect the rights of Agent with respect to any of the Collateral;
(e) to repairpay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, alter, the legality or supply goods, if any, validity thereof and the amounts necessary to fulfill discharge the same to be determined by Agent (at the direction of the Required Lenders in whole or in part the purchase order their sole discretion), any such payments made by Agent to become obligations of any Person obligated to such Grantor in respect of any Account of such Grantorto Agent, due and payable immediately without demand;
(f) to use sign and endorse any Intellectual Property invoices, freight or Intellectual Property Licenses express bills, bills of such Grantorlading, including but not limited storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantorthe Collateral; and
(g) Agentgenerally to sell, on behalf transfer, pledge, make any agreement with respect to or otherwise deal with any of the Lender Group or Collateral as fully and completely as though Agent were the Bank Product Providersabsolute owner thereof for all purposes, shall have the right, but shall not be obligated, and to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shalldo, at the request of Agent’s option and Grantors’ expense, do at any and time or from time to time, all lawful acts and execute things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Without limiting the generality of any other provision of this Agreement, Agent agrees that, except for the powers granted pursuant to clause (e) above, it will not exercise any power or authority granted pursuant to this Section 12 unless an Event of Default has occurred and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedcontinuing.
Appears in 2 contracts
Samples: Security and Pledge Agreement (School Specialty Inc), Security and Pledge Agreement (School Specialty Inc)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, including:
the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent’s name or in the name of such Pledgor, (a) to askreceive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in connection with the Accounts or and by virtue of any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
Collateral; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for sign the collection name of any Pledgor on any invoice or xxxx of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect lading relating to any of the Collateral;
; (e) to repairsend verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, alter, actions or supply goods, if any, necessary to fulfill in whole proceedings at law or in part equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the purchase order of Collateral or to enforce any Person obligated to such Grantor rights in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such GrantorCollateral; and
(g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, on behalf or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Lender Group exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and agents shall be irrevocable until this Agreement is terminatedresponsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Collateral Agreement (TII Smart Solutions, Sociedad Anonima), Collateral Agreement (Aeroways, LLC)
Agent Appointed Attorney-in-Fact. Each To the full extent permitted by applicable law, each Grantor hereby irrevocably appoints the Agent its as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor Grantor, and in the name of such Grantor Grantor, or otherwise, at such from time as to time, in the Agent's sole and absolute discretion to do any of the following acts or things during the existence of an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, includingDefault:
(a) to askdo all acts and things and to execute all documents necessary or advisable to perfect and continue the perfection of the security interests created by this Agreement and to preserve, maintain and protect the Collateral, including, without limitation, to obtain and adjust insurance required to be paid to the Agent pursuant to Section 18; (b) to do any and every act that such Grantor is obligated to do under this Agreement, including, without limitation, to ask for, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and receipts recexxxs for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
Collateral; (c) to receiveprepare, indorsesign, file and collect record, in such Grantor's name, any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to file any claims or take any action or institute any proceedings which that the Agent may deem necessary or desirable for the collection of any of the Collateral or the protection or enforcement of such Grantor or otherwise to enforce any of the rights of the Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
; and (f) to use receive, indorse, and collect any Intellectual Property draft or Intellectual Property Licenses of such Grantorother instruments, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matterdocuments and chattel paper, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect connection with any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or foregoing; provided, however, that the Bank Product ProvidersAgent shall be under no obligation whatsoever to take any of the foregoing actions, and the Agent shall have no liability or responsibility for any act or omission (other than the right, but shall not be obligated, to bring suit in its Agent's own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do gross negligence or cause to be done by virtue hereof. This power of attorney is coupled willful misconduct) taken with an interest and shall be irrevocable until this Agreement is terminatedrespect thereto.
Appears in 2 contracts
Samples: Agency, Guaranty and Security Agreement (DSL Net Inc), Agency, Guaranty and Security Agreement (DSL Net Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (SAVVIS, Inc.), Security Agreement (Oasis Interval Ownership, LLC)
Agent Appointed Attorney-in-Fact. Each To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Grantor hereby irrevocably appoints the Agent its as the Grantor's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of such Grantor the Grantor, and in the name of such Grantor the Grantor, or otherwise, at such from time as an Event to time, in the Agent's sole and absolute discretion to do any of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary following acts or advisable to accomplish the purposes of this Agreement, includingthings:
(a) to ask, demand, collect, xxx for, recover, compromise, receive do all acts and give acquittance and receipts for moneys due things and to become due under execute all documents necessary or in connection with advisable to perfect and continue perfected the Accounts or any other Collateral of such Grantor;
security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to receive do any and open all mail addressed every act that the Grantor is obligated to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
do under this Agreement; (c) to receiveprepare, indorsesign, file and collect record, in the Grantor's name, any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings which that the Agent may reasonably deem necessary or desirable for the collection protection or enforcement of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent the Lenders with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matterthe Programs, in preparing for salethe Patents and the Marks; provided, advertising for salehowever, or selling Inventory or other Collateral and that the Agent shall be -------- ------- under no obligation whatsoever to collect take any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Bank Product Providers, shall have Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do exercising any right or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until taking any action under this Agreement is terminatedAgreement.
Appears in 2 contracts
Samples: Security Agreement (Entravision Communications Corp), Security Agreement (Entravision Communications Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the terms of then existing leases, contracts, other agreements and the Financing Order, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (School Specialty Inc), Guaranty and Security Agreement (School Specialty Inc)
Agent Appointed Attorney-in-Fact. Each Grantor To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 14(j) hereof, each Pledgor hereby irrevocably appoints the Agent its as such Pledgor's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of such Grantor Pledgor, and in the name of such Grantor Pledgor, or otherwise, at such from time as an Event to time, in the Agent's sole and absolute discretion to do any of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary following acts or advisable to accomplish the purposes of this Agreement, includingthings:
(a) to ask, demand, collect, xxx for, recover, compromise, receive do all acts and give acquittance and receipts for moneys due things and to become due under execute all documents necessary or in connection with advisable to perfect and continue perfected the Accounts or any other Collateral of such Grantor;
security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to receive do any and open all mail addressed every act which such Pledgor is obligated to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
do under this Agreement; (c) to receiveprepare, indorsesign, file and collect record, in such Pledgor's name, any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; and (e) to file any claims or take any action or institute any proceedings which the Agent may reasonably deem necessary or desirable for the collection protection or enforcement of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent the Lenders with respect to any of the Collateral;
(e) ; provided, however, that the Agent shall be under no -------- ------- obligation whatsoever to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of take any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Bank Product Providers, shall have Lenders' own gross negligence or willful misconduct) taken with respect thereto. Each Pledgor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do exercising any right or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until taking any action under this Agreement is terminatedAgreement.
Appears in 2 contracts
Samples: Pledge Agreement (Entravision Communications Corp), Pledge Agreement (Entravision Communications Corp)
Agent Appointed Attorney-in-Fact. Each Grantor (a) To effectuate the terms and provisions hereof, each Pledgor hereby irrevocably appoints Agent its as such Pledgor’s attorney-in-factfact for the purpose, with full authority in from and after the place occurrence and stead during the continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred Default, of carrying out the provisions of this Pledge Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that Agent from time to time in Agent’s reasonable discretion may reasonably deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, includingAgent shall, from and after the occurrence and during the continuance of an Event of Default, have the right and power to:
(ai) receive, endorse and collect all checks and other orders for the payment of money made payable to such Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same;
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral;
(iii) exercise all rights of such Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting, consent and other incidental rights of ownership rights with respect to the Pledged Securities;
(iv) ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such GrantorPledged Collateral;
(bv) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Pledged Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Pledged Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(gvi) Agentgenerally to sell, on behalf transfer, pledge, make any agreement with respect to or otherwise deal with any of the Lender Group Pledged Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and such Pledgor’s expense, at any time or from time to time, all acts and things that Agent deems reasonably necessary to protect, preserve or realize upon the Bank Product ProvidersPledged Collateral.
(b) Each Pledgor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.2 (provided, shall that no Pledgor by virtue of such ratification, releases any claim that Pledgor may otherwise have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if against Agent for any such acts made or taken by Agent through gross negligence or willful misconduct). Neither Agent nor any person designated by Agent shall commence be liable for any such suit, the appropriate Grantor shall, at the request acts or omissions or for any error of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid judgment or mistake of such enforcement. To the extent permitted by fact or law, each Grantor hereby ratifies all that except such attorney-in-fact shall lawfully do as may result from Agent’s gross negligence or cause to be done by virtue hereofwillful misconduct. This power of attorney is power, being coupled with an interest and interest, is irrevocable so long as this Pledge Agreement shall be irrevocable until this Agreement is terminatedremain in force.
Appears in 1 contract
Samples: Pledge Agreement (Southern Construction Products Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Purchaser Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereofof this Section 10. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Security Agreement (Progressive Gaming International Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and receipts receixxx for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedterminated and all Secured Obligations indefeasibly paid in full .
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;; and
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by lawLaw, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedterminated in accordance with Section 20.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor's attorney-in-factfact (which appointment shall be irrevocable and deemed coupled with an interest), with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Agent's discretion, but at such time as each Grantor's expense, upon and during the occurrence and continuation of an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11,
(b) to ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;Collateral,
(c) to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral in connection with clause (i) or Chattel Paper;(ii) above,
(d) to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as fully and effectually as if the Agent were the absolute owner thereof,
(e) to extend the time of payment of any or all of the Collateral and to make any allowance and other adjustments with reference thereto,
(f) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Securities or any part thereof and to give full discharge for the same, and
(g) to file or settle, compromise, prosecute or defend any claims claims, actions or take any action or institute any proceedings which that the Agent may deem necessary or desirable for to collect any of the collection Collateral or otherwise enforce the Agent's rights with respect thereto; PROVIDED, that the Agent shall give each Grantor not less than five days' prior notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The Agent and the Grantors agree that such Grantor or otherwise to enforce notice constitutes "reasonable notification" within the rights meaning of Agent with respect to any Section 9-504(3) of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedUCC.
Appears in 1 contract
Samples: Security and Pledge Agreement (Us Office Products Co)
Agent Appointed Attorney-in-Fact. (a) Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(ai) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(bii) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(ciii) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(div) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(ev) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(fvi) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(gvii) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. .
(b) To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent Agent, its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an a Guaranty Event of Default has occurred and is continuing under continuing, but subject to the Credit Agreementterms of the Intercreditor Agreement and the Guaranty, to take any action and to execute any instrument which Agent Agent, may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersGroup, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Security Agreement (WHX Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such GrantorGrantor and to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) execute, in connection with any sale provided for in Section 17(a) or 17(g), any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;
(g) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral;
(h) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate;
(i) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and;
(gj) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine;
(k) Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement; and
(l) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Agent were the absolute owner thereof for all purposes, and do, at the Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Collateral and the security interests of the Agent therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Revolving Credit Agreement (Turning Point Brands, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Pledge Agreement and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive which appointment is irrevocable and give acquittance and receipts for moneys due and to become due under or in connection coupled with an interest. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedwith full power of substitution either in the Agent's name or in the name of any Grantor, after the occurrence and during the continuance of an Event of Default, to bring suit in its own name to enforce the Intellectual Property ask for, demand, xxx for, collect, receive receipt and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do give acquittance for any and all lawful acts moneys due or to become due and execute under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and all proper documents reasonably required other instruments for the payment of money payable to any Grantor representing any interest or dividend, or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or the Lenders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or the Lenders, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in aid of such enforcement. To respect thereof or any property covered thereby, and no action taken by the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do Agent or cause the Lenders or omitted to be done by virtue hereof. This power taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedany Grantor or to any claim or action against the Agent or the Lenders in the absence of the gross negligence or wilful misconduct of the Agent or the Lenders.
Appears in 1 contract
Samples: Loan Agreement (Rex Stores Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersHolders, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in fact of the place Grantor upon the occurrence and stead during the continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred solely for the purpose of carrying out the provisions of this Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with which appointment is irrevocable. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent's name or in the name of the Grantor, to bring suit ask for, demand, sue for, collect, receive receipt and give acquittance for any anx xll moneys due or to become due and under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Grantor representing any interest or dividend, or other distribution payable in its own name respect of the Collateral or any part thereof or on account thereof and to enforce give full discharge for the Intellectual Property same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and Intellectual Property Licenses andto sell, if Agent shall commence assign, endorse, pledge, transfer and make any such suitagreement respecting, or otherwise deal with, the appropriate Grantor shallsame; provided, at however, that nothing herein contained shall be construed as requiring or obligating the request Agent or the Lenders to make any commitment or to make any inquiry as to the nature or sufficiency of Agentany payment received by the Agent or the Lenders, do or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and all lawful acts and execute any and all proper documents reasonably required no action taken by the Agent in aid of such enforcement. To or the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do Lenders or cause omitted to be done by virtue hereof. This power taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedthe Grantor or to any claim or action against the Agent or the Lenders in the absence of the gross negligence or wilful misconduct of the Agent or the Lenders.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of AgentAgent (provided that, upon removing Collateral or information regarding Collateral from such mail, Agent shall forward such mail to Grantor);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Security Agreement (Finisar Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, without notice to any Grantor or Borrower, including, without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or and the Bank Product Providers, Providers shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral constituting Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses (to the extent permitted thereunder) of such Grantor, including including, but not limited to to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses (to the extent permitted thereunder) and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereofpursuant to and in accordance with this Section 10. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, without notice to any Grantor or Borrower, including, without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or and the Bank Product Providers, Provider shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses any intellectual property licenses included within the Collateral and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementNotes, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name on behalf of the Holder to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcementenforcement (it being understood that Agent shall not be obligated to bring any such suit). To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorseendorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or and the Bank Product Providers, Providers shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor Borrower and each other Loan Party hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor Borrower and such Loan Party and in the name of such Grantor Borrower or such Loan Party or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such GrantorBorrower or such other Loan Party;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(dc) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor Borrower or such other Loan Party or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral;
(ed) to repair, alter, or supply goodsGoods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such Grantor other Loan Party in respect of any Account of such GrantorBorrower or such other Loan Party;
(fe) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; andBorrower or such other Loan Party;
(f) to take exclusive possession of all locations where each Borrower or other Loan Party conducts its business or has rights of possession, without notice to or consent of any Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location;
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, Agent shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor Borrower or such other Loan Party shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To ; and
(h) to the extent permitted by law, such Borrower and each Grantor other Loan Party hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedall Obligations have been paid in full in cash.
Appears in 1 contract
Samples: Credit and Security Agreement (Differential Brands Group Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorseendorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or and the Bank Product Providers, Providers shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedterminated in accordance with the Credit Agreement.
Appears in 1 contract
Samples: Security Agreement (Take Two Interactive Software Inc)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably constitutes and appoints the Agent its as the attorney-in-fact, fact of such Pledgor with full authority power of substitution either in the place and stead of such Grantor and Agent’s name or in the name of such Grantor or otherwisePledgor to do any of the following, at such time as during the existence of an Event of Default, provided that the Agent may take any of the actions set forth in clause (c) below regardless of whether an Event of Default has occurred exists: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and is continuing give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Agent’s security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 12.(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the Credit Agreement, Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under do all acts and things and execute all documents in the name of the Pledgor or otherwise, deemed by the Agent as necessary, proper and convenient in connection with the Accounts preservation, perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Agent or the other Secured Parties to make any other Collateral commitment or to make any inquiry as to the nature or sufficiency of such Grantor;
(b) any payment received by it, or to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts present or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims claim or notice, or to take any action with respect to the Pledged Collateral or institute any proceedings which part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent may deem necessary or desirable for of the collection other Secured Parties or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Agent or any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcementSecured Parties. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This The power of attorney granted herein is irrevocable and coupled with an interest and shall be irrevocable until this Agreement is terminatedinterest.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with fact at the time of the execution of this Agreement. The Agent shall have full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Agent and the Secured Parties with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, The Agent shall have the right, but shall not be obligated, to bring suit in its own name but for the benefit of the Secured Parties to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Agent in aid of such enforcement. To the extent permitted by lawLaw, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Security Agreement (Iaso Pharma Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Indenture or any Additional Pari Passu Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. .
(h) To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Tessco Technologies Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designsIndustrial Designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or and the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as such Grantor’s attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Agent or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreement, to time in Agent’s discretion (subject however to compliance with applicable law) to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement to the extent any such action is not inconsistent with the DIP Order or the Credit Agreement and without application to or order of the Bankruptcy Court, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor or paid to Agent pursuant to the Credit Agreement;
(b) to ask for, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of AgentCollateral;
(c) to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce or protect the rights of Agent with respect to any of the Collateral;
(e) to repairpay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, alter, the legality or supply goods, if any, validity thereof and the amounts necessary to fulfill discharge the same to be determined by Agent in whole or in part the purchase order its sole discretion, any such payments made by Agent to become obligations of any Person obligated to such Grantor in respect of any Account of such Grantorto Agent, due and payable immediately without demand;
(f) to use sign and endorse any Intellectual Property invoices, freight or Intellectual Property Licenses express bills, bills of such Grantorlading, including but not limited storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantorthe Collateral; and
(g) Agentgenerally to sell, on behalf transfer, pledge, make any agreement with respect to or otherwise deal with any of the Lender Group or Collateral as fully and completely as though Agent were the Bank Product Providersabsolute owner thereof for all purposes, shall have the right, but shall not be obligated, and to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shalldo, at the request of Agent’s option and Grantors’ expense, do at any and time or from time to time, all lawful acts and execute things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Without limiting the generality of any other provision of this Agreement, Agent agrees that, except for the powers granted pursuant to clause (e) above, it will not exercise any power or authority granted pursuant to this Section 12 unless an Event of Default has occurred and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedcontinuing.
Appears in 1 contract
Samples: Security and Pledge Agreement (School Specialty Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as such Grantor’s attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Agent or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreement, to time in Agent’s discretion (subject however to compliance with applicable law) to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor or paid to Agent pursuant to the Credit Agreement;
(b) to ask for, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of AgentCollateral;
(c) to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce or protect the rights of Agent with respect to any of the Collateral;
(e) to repairpay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, alter, the legality or supply goods, if any, validity thereof and the amounts necessary to fulfill discharge the same to be determined by Agent in whole or in part the purchase order its sole discretion, any such payments made by Agent to become obligations of any Person obligated to such Grantor in respect of any Account of such Grantorto Agent, due and payable immediately without demand;
(f) to use sign and endorse any Intellectual Property invoices, freight or Intellectual Property Licenses express bills, bills of such Grantorlading, including but not limited storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantorthe Collateral; and
(g) Agentgenerally to sell, on behalf transfer, pledge, make any agreement with respect to or otherwise deal with any of the Lender Group or Collateral as fully and completely as though Agent were the Bank Product Providersabsolute owner thereof for all purposes, shall have the right, but shall not be obligated, and to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shalldo, at the request of Agent’s option and Grantors’ expense, do at any and time or from time to time, all lawful acts and execute things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Without limiting the generality of any other provision of this Agreement, Agent agrees that, except for the powers granted pursuant to clause (e) above, it will not exercise any power or authority granted pursuant to this Section 12 unless an Event of Default has occurred and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedcontinuing.
Appears in 1 contract
Samples: Security and Pledge Agreement (School Specialty Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(dc) to file any claims or take any action or institute any proceedings which Agent may reasonably deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(ed) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(fe) to use use, subject to the license granted in Section 16(b), any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(gf) Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably designates and appoints Agent the Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-factfact of such Grantor, irrevocably and with power of substitution, with full authority in to take any or all of the place following actions upon the occurrence and stead during the continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under until the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish Facility Termination Date in accordance with the purposes of this Agreement, includingterms hereof:
(a) to ask, demand, collect, xxx forsettle, recovercompromise and adjust, compromise, receive and give acquittance discharges and receipts for moneys due and to become due under or in connection with releases concerning the Accounts or any other Collateral of such GrantorCollateral, all as the Administrative Agent may deem reasonably appropriate;
(b) to receive commence and open all mail addressed to such Grantor and to notify postal authorities to change the address prosecute any actions at any court for the delivery purposes of mail to such Grantor to that collecting any of Agentthe Collateral and enforcing any other right in respect thereof;
(c) to receivedefend, indorsesettle or compromise any action brought in respect of the Collateral and, and collect any drafts in connection therewith, give such discharge or other instruments, documents, Negotiable Collateral or Chattel Paperrelease as the Administrative Agent may deem reasonably appropriate;
(d) to file any claims pay or take any action discharge taxes, liens, security interests or institute any proceedings which Agent may deem necessary other encumbrances levied or desirable for the collection of any of the Collateral of such Grantor placed on or otherwise to enforce the rights of Agent with respect to any of threatened against the Collateral;
(e) to repair, alter, or supply goods, if any, necessary direct any parties liable for any payment in connection with any of the Collateral to fulfill in whole or in part the purchase order make payment of any Person obligated and all monies due and to such Grantor in respect of any Account of such Grantorbecome due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;
(f) to use receive payment of and receipt for any Intellectual Property and all monies, claims, and other amounts due and to become due at any time in respect of or Intellectual Property Licenses arising out of any Collateral;
(g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral;
(h) to execute and deliver all assignments, conveyances, statements, Financing Statements, renewal Financing Statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein;
(i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such Grantor, including but not limited terms as the Administrative Agent may deem reasonably appropriate;
(j) to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrightsvote for a shareholder or member resolution, or advertising matterto sign an instrument in writing, in preparing for sale, advertising for sale, sanctioning the transfer of any or selling Inventory all of the Collateral into the name of the Administrative Agent or other one or more of the Secured Parties or into the name of any transferee to whom the Collateral and or any part thereof may be sold pursuant to collect any amounts due under Accounts, contracts or Negotiable Collateral of such GrantorArticle VI hereof; and
(gk) Agent, on behalf of to perform the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid affirmative obligations of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereofhereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. This power of attorney is terminatedconferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.
Appears in 1 contract
Samples: Pledge and Security Agreement (Harmony Biosciences Holdings, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with fact at the time of the execution of this Agreement. The Agent shall have full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Agent and the Secured Parties with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, The Agent shall have the right, but shall not be obligated, to bring suit in its own name but for the benefit of the Secured Parties to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Agent in aid of such enforcement. To the extent permitted by lawLaw, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Security Agreement (Elephant Talk Communications Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement or any other Loan Document, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorseendorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or and the Bank Product Providers, Provider shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group Canadian Revolving Lenders or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Canadian Guarantee and Security Agreement (Nacco Industries Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementIndenture, subject to the terms of then existing leases, contracts and other agreements, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel PaperPaper of any Grantor;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses (to the extent that such use (i) does not violate the express terms of any agreement between such Grantor and a third party governing such Grantor’s use of the Intellectual Property License and (ii) is not prohibited by any rule of law, statute or regulation) of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or Trustee, the Bank Product ProvidersAgent and the Noteholders, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Junior Lien Intercreditor Agreement (FTS International, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as effective upon and during the continuance of an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgees), the Pledgors hereby irrevocably appoints the Agent its as the Pledgors’ attorney-in-fact, with full authority in the place and stead of such Grantor of, and in the name of such Grantor of, the Pledgors or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit Agreement, Agent's discretion to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable desirable to accomplish the purposes of this Agreement, including:, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.
(ab) Each Pledgor authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgees; (ii) to asksign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, xxx receipt for, recover, compromise, receive settle and give acquittance and receipts xxx for moneys monies due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
the Pledged Collateral; (fv) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedgenerally, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shalldo, at the request option of Agentthe Pledgees, do and at the expense of the Pledgors, severally and jointly, at any and time, or from time to time, all lawful acts and execute things which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of any Pledgor, to appoint a receiver or equivalent person to xxxxxxxx such Pledgor’s assets, and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor Pledgor hereby ratifies all that such attorney-in-fact said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until for the term of this Agreement is terminatedand thereafter as long as any of the Obligations shall be outstanding.
(c) Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent’s discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Samples: Pledge and Security Agreement (Wave Uranium Holding)
Agent Appointed Attorney-in-Fact. Each Grantor The Company hereby irrevocably appoints the -------------------------------- Agent its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive which appointment is irrevocable and give acquittance and receipts for moneys due and to become due under or in connection coupled with an interest. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent's name or in the name of the Company, to bring suit in its own name to enforce the Intellectual Property ask for, demand, xxx for, collect, receive receipt and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do give acquittance for any and all lawful acts moneys due or to become due and execute under and by virtue of any Collateral, to endorse checks, drafts, orders and all proper documents reasonably required other instruments for the payment of money payable to the applicable the Company representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or the Purchasers to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or the Purchasers, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in aid of such enforcement. To respect thereof or any property covered thereby, and no action taken by the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do Agent or cause the Purchasers or omitted to be done by virtue hereof. This power taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedthe Company or to any claim or action against the Agent or the Purchasers in the absence of the gross negligence or willful misconduct of the Agent or the Purchasers.
Appears in 1 contract
Samples: Series 1 Bridge Note Purchase and Security Agreement (Cumetrix Data Systems Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints each of Agent and Canadian Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Canadian Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Canadian Guaranty and Security Agreement (American Reprographics CO)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive which appointment is irrevocable and give acquittance and receipts for moneys due and to become due under or in connection coupled with an interest. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent's name or in the name of such Grantor, to bring suit in its own name to enforce the Intellectual Property ask for, demand, sue xxx, collect, receive receipt and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do give acquittance for any and all lawful acts moneys due or to become due and execute any under and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the applicable Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with an interest respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be irrevocable until this Agreement is terminated.construed as requiring or obligating the Agent, The Chase Manhattan Bank or the Lenders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, The Chase Manhattan Bank or the Lenders, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any
Appears in 1 contract
Samples: Pledge Agreement (Airxcel Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive which appointment is irrevocable and give acquittance and receipts for moneys due and to become due under or in connection coupled with an interest. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent's name or in the name of such Grantor, to bring suit in its own name to enforce the Intellectual Property ask for, demand, xxx for, collect, receive receipt and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do give acquittance for any and all lawful acts moneys due or to become due and execute under and by virtue of any Collateral, to endorse checks, drafts, orders and all proper documents reasonably required other instruments for the payment of money payable to the applicable Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or the Purchasers to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or the Purchasers, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in aid of such enforcement. To respect thereof or any property covered thereby, and no action taken by the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do Agent or cause the Purchasers or omitted to be done by virtue hereof. This power taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedany Grantor or to any claim or action against the Agent or the Purchasers in the absence of the gross negligence or willful misconduct of the Agent or the Purchasers.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor upon the occurrence and in during the name continuance of such Grantor or otherwise, at such time as an Event of Default has occurred solely for the purpose of carrying out the provisions of this Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive which appointment is irrevocable and give acquittance and receipts for moneys due and to become due under or in connection coupled with an interest. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent's name or in the name of such Grantor, to bring suit in its own name to enforce the Intellectual Property ask for, demand, xxx for, collect, receive receipt and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do give acquittance for any and all lawful acts moneys due or to become due and execute under and by virtue of any Collateral, to endorse checks, drafts, orders and all proper documents reasonably required other instruments for the payment of money payable to the applicable Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or the Lenders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or the Lenders, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in aid of such enforcement. To respect thereof or any property covered thereby, and no action taken by the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do Agent or cause the Lenders or omitted to be done by virtue hereof. This power taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedany Grantor or to any claim or action against the Agent or the Lenders in the absence of the gross negligence or wilful misconduct of the Agent or the Lenders.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersGroup, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Agent or otherwise, at such from time as to time upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under the Credit Agreement, in Agent's discretion to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by Grantor or paid to Agent pursuant to Section 8;
(b) to ask for, demand, collect, xxx forsue xxx, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of AgentCollateral;
(c) to receive, indorse, endorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repairpay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, alter, the legality or supply goods, if any, validity thereof and the amounts necessary to fulfill discharge the same to be determined by Agent in whole or in part the purchase order its sole discretion, any such payments made by Agent to become obligations of any Person obligated Grantor to such Grantor in respect of any Account of such GrantorAgent, due and payable immediately without demand;
(f) to use sign and endorse any Intellectual Property invoices, freight or Intellectual Property Licenses express bills, bills of such Grantorlading, including but not limited storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantorthe Collateral; and
(g) Agentupon the occurrence and during the continuation of an Event of Default, on behalf generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Lender Group or Collateral as fully and completely as though Agent were the Bank Product Providersabsolute owner thereof for all purposes, shall have the right, but shall not be obligated, and to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shalldo, at the request of Agent's option and Grantor's expense, do at any and time or from time to time, all lawful acts and execute any things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent's security interest therein in order to effect the intent of this Agreement, all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each as fully and effectively as Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedmight do.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor Borrower hereby irrevocably appoints Agent its as Borrower's attorney-in-fact, with full authority in the place and stead of such Grantor Borrower and in the name of such Grantor Borrower, Agent or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreement, to time in Agent's discretion to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to Agent;
(b) to ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of AgentCollateral;
(c) to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repairpay or discharge taxes or Liens, alterlevied or placed upon or threatened against the Collateral, the legality or supply goods, if any, validity thereof and the amounts necessary to fulfill discharge the same to be determined by Agent in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantorits sole discretion;
(f) to use sign and endorse any Intellectual Property invoices, freight or Intellectual Property Licenses express bills, bills of such Grantorlading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents (including but not limited without limitation financing statements, continuation statements and other documents necessary or advisable to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and perfect the Security Interests) relating to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantorthe Collateral; and
(g) Agentgenerally to sell, on behalf transfer, pledge, make any agreement with respect to or otherwise deal with any of the Lender Group Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Borrower's expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Bank Product Providers, shall have the right, but shall not be obligated, Collateral. Borrower hereby ratifies and approves all acts of Agent made or taken pursuant to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if this Section 8. Neither Agent nor any person designated by Agent shall commence be liable for any such suit, the appropriate Grantor shall, at the request acts or omissions or for any error of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid judgment or mistake of such enforcement. To the extent permitted by fact or law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is power, being coupled with an interest and shall be interest, is irrevocable until so long as this Agreement is terminatedshall remain in force.
Appears in 1 contract
Samples: Security Agreement (Cherokee International Finance Inc)
Agent Appointed Attorney-in-Fact. Each Grantor Borrower and each other Loan Party hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in the place and stead of Borrower and such Grantor Loan Party and in the name of Borrower or such Grantor Loan Party or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable has been directed in writing by the Required Lenders to accomplish the purposes of this Agreement, including:
(ai) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such GrantorBorrower or such other Loan Party;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(cii) to receive, indorse, and collect any drafts or other instruments, documents, . Negotiable Collateral or Chattel Paper;
(diii) to file any claims or take any action or institute any proceedings which the Agent (at the written direction of the Required Lenders) may deem necessary or desirable for the collection of any of the Collateral of such Grantor Borrower or such other Loan Party or otherwise to enforce the rights of Agent the Secured Parties with respect to any of the Collateral;
(eiv) to repair, alter, or supply goodsGoods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such Grantor other Loan Party in respect of any Account of such GrantorBorrower or such other Loan Party;
(fv) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, Borrower or such other Loan Party including but not limited to any labels, . Patents, Trademarks, trade names, URLs, domain names, industrial designs, . Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; andBorrower or such other Loan Party;
(gvi) Agentto take exclusive possession of all locations where Borrower or any other Loan Party conducts its business or has rights of possession, on behalf without notice to or consent of Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the Lender Group possession or use of any location;
(vii) the Bank Product Providers, Agent shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if the Agent shall commence any such suit, the appropriate Grantor Borrower or such other Loan Party shall, at the request of the Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Agent in aid of such enforcement. To ; and
(viii) to the extent permitted by applicable law, Borrower and each Grantor other Loan Party hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedall Commitments of the Lenders to provide Advances are terminated and all Obligations (other than unasserted contingent indemnification obligations) have been paid in full in cash.
Appears in 1 contract
Samples: Purchase Money Loan and Security Agreement (SAExploration Holdings, Inc.)
Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably makes, constitutes and appoints the Agent its (and all officers, employees or agents designated by the Agent) the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of this an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, subject to the Intercreditor Agreement, including:
the Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Agent to the Administrative Borrower of its intent to exercise such rights (provided that such notice is not required if (x) an Event of Default under Section 10.1(g) or (h) of the Loan Agreement shall have occurred and is continuing or (y) payment of the Loans shall be due by acceleration), with full power of substitution either in the Agent’s name or in the name of such Pledgor (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, assign and/or deliver any and collect any drafts all notes, acceptances, checks, drafts, money orders or other instruments, documents, Negotiable evidences of payment relating to the Pledged Collateral or Chattel Paper;
any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Pledgor on any invoice or bill of lading relating to any of the Pledged Collateral; (d) to file commence and prosecute any claims and all suits, actions or take proceedings at law or in equity in any action court of competent jurisdiction to collect or institute any proceedings which Agent may deem necessary otherwise realize on all or desirable for the collection of any of the Pledged Collateral of such Grantor or otherwise to enforce the any rights in respect of Agent with respect to any of the Pledged Collateral;
; (e) to repairsettle, altercompromise, compound, adjust or supply goodsdefend any actions, if any, necessary suits or proceedings relating to fulfill in whole all or in part any of the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
Pledged Collateral; and (f) to use use, sell, assign, transfer, pledge, make any Intellectual Property agreement with respect to or Intellectual Property Licenses otherwise deal with all or any of such Grantorthe Pledged Collateral, including but not limited and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any labelsPledgor for any act or failure to act hereunder, Patentsexcept for their own gross negligence, Trademarksbad faith or willful misconduct or that of any of their controlled Affiliates, trade namesdirectors, URLsofficers, domain namesemployees, industrial designscounsel, Copyrights, agents or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorneyattorneys-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedfact.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, only at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, Agreement including:
(a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in effective only upon the place occurrence and stead continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred Default, for the purpose of carrying out the provisions of this Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive which appointment is irrevocable and give acquittance and receipts for moneys due and to become due under or in connection coupled with an interest. Without limiting the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any generality of the Collateral of such Grantor or otherwise to enforce foregoing, the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligatedonly upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Agent's name or in the name of the Grantor, to bring suit in its own name to enforce the Intellectual Property ask for, demand, xxx for, collect, receive receipt and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do give acquittance for any and all lawful acts moneys due or to become due and execute under and by virtue of any Collateral, to endorse checks, drafts, orders and all proper documents reasonably required other instruments for the payment of money payable to the Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent. The Agent may present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in aid of such enforcement. To respect thereof or any property covered thereby, and no action taken by the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do Agent or cause omitted to be done by virtue hereof. This power taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedthe Grantor or to any claim or action against the Agent or the Lenders in the absence of the gross negligence or wilful misconduct of the Agent or the Lenders.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goodsGoods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product ProvidersSecured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Purchaser Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereofof this Section 10. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Security Agreement (Progressive Gaming International Corp)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) subject to the Intercreditor Arrangements, to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name name, to the extent permissible under applicable Law, to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. Each Grantor (a) To effectuate the terms and provisions hereof, each Pledgor hereby irrevocably appoints Agent its as such Pledgor's attorney-in-factfact for the purpose, with full authority in from and after the place occurrence and stead during the continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred Default, of carrying out the provisions of this Pledge Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which that Agent from time to time in Agent's reasonable discretion may reasonably deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, includingAgent shall, from and after the occurrence and during the continuance of an Event of Default, have the right and power to:
(ai) receive, endorse and collect all checks and other orders for the payment of money made payable to such Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same;
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral;
(iii) exercise all rights of such Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting, consent and other incidental rights of ownership rights with respect to the Pledged Securities;
(iv) ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such GrantorPledged Collateral;
(bv) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which that Agent may deem necessary or desirable for the collection of any of the Pledged Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Pledged Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(gvi) Agentgenerally to sell, on behalf transfer, pledge, make any agreement with respect to or otherwise deal with any of the Lender Group Pledged Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and such Pledgor's expense, at any time or from time to time, all acts and things that Agent deems reasonably necessary to protect, preserve or realize upon the Bank Product ProvidersPledged Collateral.
(b) Each Pledgor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.2 (provided, shall that no Pledgor by virtue of such ratification, releases any claim that Pledgor may otherwise have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if against Agent for any such acts made or taken by Agent through gross negligence or willful misconduct). Neither Agent nor any person designated by Agent shall commence be liable for any such suit, the appropriate Grantor shall, at the request acts or omissions or for any error of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid judgment or mistake of such enforcement. To the extent permitted by fact or law, each Grantor hereby ratifies all that except such attorney-in-fact shall lawfully do as may result from Agent's gross negligence or cause to be done by virtue hereofwillful misconduct. This power of attorney is power, being coupled with an interest and interest, is irrevocable so long as this Pledge Agreement shall be irrevocable until this Agreement is terminatedremain in force.
Appears in 1 contract
Samples: Pledge Agreement (Telex Communications International LTD)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementBridge Notes, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or advertising matterother industrial or intellectual property rights, in preparing for sale, advertising for sale, or sale and selling Inventory or and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, Agent on behalf of the Lender Purchaser Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Securities Purchase Agreement (RXi Pharmaceuticals Corp)
Agent Appointed Attorney-in-Fact. Each Upon the occurrence and during the continuance of an Event of Default, each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, including:
(a) the Agent shall have the right to askendorse checks, drafts, orders and other instruments for the payment of money payable to the applicable Grantor representing any interest or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, with full power of substitution either in the Agent's name or in the name of such Grantor, to ask for, demand, collect, xxx for, recovercollect, receive receipt and give acquittance for any and all moneys due or to become due and under and by virtue of any Collateral, to settle, compromise, receive prosecute or defend any action, claim or proceeding with respect thereto, and give acquittance to sell, assign, endorse, pledge, transfer and receipts for make any agreement respecting, or otherwise deal with, the same; provided, however, that noting herein contained shall be construed as requiring or obligating the Agent, ABN AMRO or the other Banks to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, ABN AMRO or the other Banks, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due and or to become due under or in connection with the Accounts respect thereof or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
(c) to receive, indorseproperty covered thereby, and collect any drafts no action taken by the Agent. ABN AMRO or the other instruments, documents, Negotiable Collateral Bank or Chattel Paper;
(d) omitted to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Agent or the other Banks in the absence of the Collateral;
(e) to repair, alter, gross negligence or supply goods, if any, necessary to fulfill in whole or in part wilful misconduct of the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group ABN AMRO or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminatedother Banks.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Carson Pirie Scott & Co /Il/)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
; (b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
; (c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
; (d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;
; (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
; (f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
and (g) Agent, on behalf of the Lender Group or the Bank Product ProvidersGroup, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Farmer Brothers Co)
Agent Appointed Attorney-in-Fact. Each To the full extent permitted by applicable law, each Grantor hereby irrevocably appoints the Agent its as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor Grantor, and in the name of such Grantor Grantor, or otherwise, at such from time as to time, in the Agent's sole and absolute discretion to do any of the following acts or things during the existence of an Event of Default has occurred Default: (a) to do all acts and is continuing under the Credit Agreement, to take any action things and to execute any instrument which Agent may reasonably deem all documents necessary or advisable to accomplish perfect and continue the purposes perfection of the security interests created by this Agreement and to preserve, maintain and protect the Collateral, including, without limitation, to obtain and adjust insurance required to be paid to the Agent pursuant to Section 17; (b) to do any and every act that such Grantor is obligated to do under this Agreement, including:
(a) , without limitation, to askask for, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any of the Accounts or any other Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;
Collateral; (c) to receiveprepare, indorsesign, file and collect record, in such Grantor's name, any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to file any claims or take any action or institute any proceedings which that the Agent may deem necessary or desirable for the collection of any of the Collateral or the protection or enforcement of such Grantor or otherwise to enforce any of the rights of the Agent with respect to any of the Collateral;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
; and (f) to use receive, indorse, and collect any Intellectual Property draft or Intellectual Property Licenses of such Grantorother instruments, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matterdocuments and chattel paper, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect connection with any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Agent, on behalf of the Lender Group or foregoing; provided, however, that the Bank Product ProvidersAgent shall be under no obligation whatsoever to take any of the foregoing actions, and the Agent shall have no liability or responsibility for any act or omission (other than the right, but shall not be obligated, to bring suit in its Agent's own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do gross negligence or cause to be done by virtue hereof. This power of attorney is coupled willful misconduct) taken with an interest and shall be irrevocable until this Agreement is terminatedrespect thereto.
Appears in 1 contract
Samples: Agency, Guaranty and Security Agreement (DSL Net Inc)
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) : to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;
(b) ; to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Agent;
(c) ; to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) ; to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Agent with respect to any of the Collateral;
(e) ; to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) ; to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) and the Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if the Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
