Agent Appointed Attorney-in-Fact. The Grantor hereby -------------------------------- irrevocably appoints the Agent the Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Agent's discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation: (a) after the occurrence and during the continuance of an Event of Default, 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 any of the Collateral; (b) after the occurrence and during the continuance of an Event of Default, to receive, indorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ---------- (c) 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 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 give any notices and record any Liens; (f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and (h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon the termination of this Agreement pursuant to Section 23. ----------
Appears in 1 contract
Samples: Issuer Security and Pledge Agreement (Western Micro Technology Inc /De)
Agent Appointed Attorney-in-Fact. The Each Grantor hereby -------------------------------- irrevocably designates and appoints the Agent Administrative Agent, on behalf of the Grantor's 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 the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Agent's discretion, to take any action and to execute any instrument which or all of the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation:
(a) after following actions upon the occurrence and during the continuance of an Event of Default, Default until the Termination Date in accordance with the terms hereof:
(a) to ask, demand, collect, xxx forsettle, recovercompromise and adjust, compromise, receive and give acquittance discharges and receipts releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate;
(b) to commence and prosecute any actions at any court for moneys due the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;
(c) to become due under defend, settle or compromise any action brought in respect of the Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;
(d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;
(e) to direct any parties liable for any payment in connection with any of the Collateral;
(b) after the occurrence and during the continuance of an Event of Default, Collateral to receive, indorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 make payment of any of and all monies due and to become due thereunder directly to the Collateral Administrative Agent or otherwise to enforce as the rights of the Administrative 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 give any notices and record any Liensshall direct;
(f) to make receive payment of and receipt for any payments and all monies, claims, and other amounts due and to become due at any time in respect of or take arising out of any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, for the benefit of the Holders, on the Collateral;
(g) after to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the occurrence and during the continuance of an Event of Default, Collateral;
(h) to execute and give receipt 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 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 terms as the Administrative Agent may deem reasonably appropriate;
(j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any certificate or all of ownership the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any document of titlepart thereof may be sold pursuant to Article VI hereof; and
(hk) after to perform the occurrence and during the continuance affirmative obligations of an Event of Default, to transfer title to any item of Collateral. All Persons dealing with the Agent, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The such 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 irrevocableirrevocable 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, 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. This power of attorney shall terminate is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the termination of this Agreement pursuant to Section 23. ----------Collateral.
Appears in 1 contract
Samples: Pledge and Security Agreement (Harmony Biosciences Holdings, Inc.)
Agent Appointed Attorney-in-Fact. The Grantor hereby -------------------------------- irrevocably appoints the Agent the as Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor Grantor, Agent or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, including without limitation:
(a) after upon the occurrence and during the continuance continuation of an Event of Default, to askask 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 Collateral;
(b) after upon the occurrence and during the continuance continuation of an Event of Default, to receive, indorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clause (a) above; ----------;
(c) after upon the occurrence and during the continuance continuation of an Event of Default, to file any claims or take any action or institute any proceedings which the that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral;
(d) after to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Amended Credit Agreement) 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 Grantor to Agent, due and payable immediately without demand;
(e) upon the occurrence and during the continuance continuation of an Event of Default, to discharge sign and endorse any Lien or encumbrance on or invoices, drafts against any of debtors, assignments, verifications and notices in connection with the Collateral or bond Accounts and other documents relating to the same;
(e) to give any notices and record any LiensCollateral;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, for the benefit of the Holders, on the Collateral;
(g) after upon the occurrence and during the continuance continuation of an Event of Default, to execute file, or cause to be filed, to the extent permitted by law, such applications for approval and give receipt to take all other and further actions required to obtain any approvals or consents from the FCC required for the exercise of any certificate of ownership right or any document of titleremedy hereunder; and
(hg) after upon the occurrence and during the continuance continuation of an Event of Default, generally to transfer title sell, transfer, pledge, make any agreement with respect to or otherwise deal with any item of Collateral. All Persons dealing with the Agent, or any employee or agent of the Collateral as fully and completely as though Agent acting pursuant heretowere the absolute owner thereof for all purposes, and to do, at Agent's option and Grantor's expense, at any time or any substitute attorney-in-fact for the Agentfrom time to time, shall be fully protected in treating the powers all acts and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor hereby -- ratifies all things that such attorney-in- fact shall lawfully do Agent deems necessary to protect, preserve or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable. This power of attorney shall terminate realize upon the termination Collateral and Agent's security interest therein in order to effect the intent of this Agreement pursuant to Section 23. ----------Agreement, all as fully and effectively as Grantor might do.
Appears in 1 contract
Samples: Accounts Receivable Security Agreement (Benedek License Corp)
Agent Appointed Attorney-in-Fact. The Grantor hereby -------------------------------- irrevocably appoints the Agent the as Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor Grantor, Agent or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, including without limitation:
(a) after to obtain and adjust insurance required to be maintained by Grantor or paid to Agent pursuant to Section 8;
(b) upon the occurrence and during the continuance continuation of an Event of Default, to askask 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 Collateral;
(bc) after upon the occurrence and during the continuance continuation of an Event of Default, to receive, indorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clause clauses (a) and (b) above; ----------;
(cd) after upon the occurrence and during the continuance continuation of an Event of Default, to file any claims or take any action or institute any proceedings which the that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral;
(de) after to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Amended Credit Agreement) 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 Grantor to Agent, due and payable immediately without demand;
(f) upon the occurrence and during the continuance continuation of an Event of Default, to discharge sign and endorse any Lien invoices, freight or encumbrance on express bills, bills of lading, storage or warehouse receipts, drafts against any of the Collateral or bond the same;
(e) debtors, assignments, verifications and notices in connection with Accounts and other documents relating to give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, for the benefit of the Holders, on the Collateral;
(g) after upon the occurrence and during the continuance continuation of an Event of Default, to execute file, or cause to be filed, to the extent permitted by law, such applications for approval and give receipt to take all other and further actions required to obtain any approvals or consents from the FCC required for the exercise of any certificate of ownership right or any document of titleremedy hereunder; and
(h) after upon the occurrence and during the continuance continuation of an Event of Default, generally to transfer title sell, transfer, pledge, make any agreement with respect to or otherwise deal with any item of Collateral. All Persons dealing with the Agent, or any employee or agent of the Collateral as fully and completely as though Agent acting pursuant heretowere the absolute owner thereof for all purposes, and to do, at Agent's option and Grantor's expense, at any time or any substitute attorney-in-fact for the Agentfrom time to time, shall be fully protected in treating the powers all acts and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor hereby -- ratifies all things that such attorney-in- fact shall lawfully do Agent deems necessary to protect, preserve or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable. This power of attorney shall terminate realize upon the termination Collateral and Agent's security interest therein in order to effect the intent of this Agreement pursuant to Section 23. ----------Agreement, all as fully and effectively as Grantor might do.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. The Grantor (a) To effectuate the terms and provisions hereof, each Pledgor hereby -------------------------------- irrevocably appoints the Agent the Grantor's as its attorney-in-fact, with full authority in fact for the place and stead of the Grantor and in the name of the Grantor or otherwisepurpose, from time to time in and after the Agent's discretionoccurrence and for so long as an Event of Default is continuing, to take of carrying out the provisions of this Pledge Agreement and taking any action and to execute executing any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of this Agreementthe foregoing, subject the Agent shall, from and after the occurrence and for so long as an Event of Default is continuing, have the right and power to:
(i) receive, endorse and collect all checks and other orders for the payment of money made payable to a Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Agent's authority as provided in Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the Note Purchase Agreementsame, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation:
(a) after , all voting rights with respect to the occurrence and during the continuance of an Event of Default, 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 any of the Collateral;Pledged Securities.
(b) after All acts done under the occurrence foregoing authorization are hereby ratified and during approved by each Pledgor and neither the continuance Agent, any other Secured Party nor any designee or agent thereof shall be liable for any acts of an Event commission or omission, for any error of Default, to receive, indorse, and collect judgment or for any drafts mistake of fact or other instruments, documents and chattel paper, in connection with clause (a) above; ----------law except for acts of gross negligence or willful misconduct.
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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 attorney, being coupled with an interest interest, is irrevocable until the payment or performance in full of all Secured Obligations and shall be irrevocable. This power of attorney shall terminate upon the expiration or termination of this Agreement all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 23. ----------2.4(j) of the Loan Agreement).
Appears in 1 contract
Agent Appointed Attorney-in-Fact. The Grantor hereby -------------------------------- irrevocably appoints the Agent the as Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor Grantor, Agent or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, including without limitation:
(a) after to obtain and adjust insurance required to be maintained by Grantor or paid to Agent pursuant to Section 6;
(b) upon the occurrence and during the continuance continuation of an Event of Default, to askask 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 Collateral;
(bc) after upon the occurrence and during the continuance continuation of an Event of Default, to receive, indorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clause clauses (a) and (b) above; ----------;
(cd) after upon the occurrence and during the continuance continuation of an Event of Default, to file any claims or take any action or institute any proceedings which the that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral;
(de) after to pay or discharge taxes or Liens (other than Liens permitted under the Amended Credit Agreement or this Agreement) 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 Grantor to Agent, due and payable immediately without demand;
(f) upon the occurrence and during the continuance continuation of an Event of Default, to discharge sign and endorse any Lien invoices, freight or encumbrance on express bills, bills of lading, storage or warehouse receipts, drafts against any of the Collateral or bond the same;
(e) debtors, assignments, verifications and notices in connection with Accounts and other documents relating to give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, for the benefit of the Holders, on the Collateral;
(g) after upon the occurrence and during the continuance continuation of an Event of Default, to execute file, or cause to be filed, to the extent permitted by law, such applications for approval and give receipt to take all other and further actions required to obtain any approvals or consents from the FCC required for the exercise of any certificate of ownership right or any document of titleremedy hereunder; and
(h) after upon the occurrence and during the continuance continuation of an Event of Default, generally to transfer title sell, transfer, pledge, make any agreement with respect to or otherwise deal with any item of Collateral. All Persons dealing with the Agent, or any employee or agent of the Collateral as fully and completely as though Agent acting pursuant heretowere the absolute owner thereof for all purposes, and to do, at Agent's option and Grantor's expense, at any time or any substitute attorney-in-fact for the Agentfrom time to time, shall be fully protected in treating the powers all acts and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor hereby -- ratifies all things that such attorney-in- fact shall lawfully do Agent deems necessary to protect, preserve or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable. This power of attorney shall terminate realize upon the termination Collateral and Agent's security interest therein in order to effect the intent of this Agreement pursuant to Section 23. ----------Agreement, all as fully and effectively as Grantor might do.
Appears in 1 contract
Samples: Acquired Assets Security Agreement (Benedek License Corp)
Agent Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby -------------------------------- irrevocably appoints the Agent as the GrantorPledgor's attorney-in-fact, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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 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, storxxx or xxxehouse receipts, drafts against Pledgors, 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 any xespect of the Collateral;
; (bv) after the occurrence and during the continuance of an Event of Defaultgenerally, to receivedo, indorseat the option of the Pledgees, and collect at the expense of the Pledgor, at any drafts time, or other instrumentsfrom time to time, documents all acts and chattel paperthings which the Pledgees deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in connection with clause order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Pledgor might or could do; and (avi) above; ----------
(c) after in the occurrence and during event of the continuance bankruptcy of an Event of Defaultthe Pledgor, to file any claims appoint a receiver or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise equivalent person 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 Defaultmarshall Pledgor's assets, to discharge any Lien or encumbrance on or against any of the Collateral or bond the same;
(e) to give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor xxx xxx 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------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 1 contract
Agent Appointed Attorney-in-Fact. The Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgee), the Pledgors hereby -------------------------------- irrevocably appoints the Agent as the Grantor's Pledgors’ attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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, severally and not jointly, 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 Pledgee or the Pledgors, after the occurrence and during the continuance of an Event of Default, (i) to askendorse 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 Pledgee; (ii) to sign 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 any respect of the Pledged Collateral;
; (bv) after generally to do, at the occurrence option of the Pledgee, and during at the continuance expense of an Event the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgee deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of Defaultthis Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to receive, indorseappoint a receiver or equivalent person to xxxxxxxx such Pledgor’s assets, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute such Pledgor hereby ratifies all that said attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------time in the Agent’s discretion, to file 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
Agent Appointed Attorney-in-Fact. The Grantor Subject to the Intercreditor Agreements, each Pledgor hereby -------------------------------- irrevocably appoints the Agent the Grantor's attorney-in-fact, with full authority in fact of such Pledgor for the place purpose of carrying out the provisions of this Agreement and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Agent's discretion, to take taking any action and to execute executing any instrument which that the Agent may 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, subject to applicable Requirements of Law and the Agent's authority as provided in Intercreditor Agreements, the Note Purchase AgreementAgent shall have the right, including, without limitation:
(a) after 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 and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or in connection with xxxx of lading relating to any of the Collateral;
; (be) after the occurrence to send verifications of Accounts to any Account Debtor; (f) to commence and during the continuance prosecute any and all suits, actions or proceedings at law or in equity in any court of an Event of Default, competent jurisdiction to receive, indorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) after the occurrence and during the continuance of an Event of Default, to file any claims otherwise realize on all or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the any rights in respect of the Agent with respect any Collateral; (g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral;
; (dh) after to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the occurrence Agent; and during the continuance of an Event of Default(i) to use, sell, assign, transfer, pledge, make any agreement with respect to discharge any Lien or encumbrance on otherwise deal with all or against 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 bond obligating the same;
(e) to give any notices and record any Liens;
(f) Agent to make any payments commitment or take to make any acts which inquiry as to the Agent deems reasonably necessary nature or desirable to protect the Lien sufficiency of the Agent, 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 certificate of ownership or any document of title; and
(h) after the occurrence and during the continuance of an Event of Default, to transfer title to any item of Collateral. All Persons dealing with payment received by the Agent, or to present or file any employee claim or agent 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 Agent acting pursuant heretoexercise of the powers granted to them herein, and neither they nor their officers, directors, employees or any substitute attorney-in-fact for the Agent, agents shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor hereby -- ratifies all that such attorney-in- fact shall lawfully do responsible to any Pledgor for any act or cause failure to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable. This power of attorney shall terminate upon the termination of this Agreement pursuant to Section 23. ----------act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Sprouts Farmers Markets, LLC)
Agent Appointed Attorney-in-Fact. The Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgee), the Pledgors hereby -------------------------------- irrevocably appoints the Agent as the Grantor's Pledgors’ attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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) The Pledgor, severally and not jointly, 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 Pledgee or the Pledgors, after the occurrence and during the continuance of an Event of Default, (i) to askendorse 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 Pledgee; (ii) to sign 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 any respect of the Pledged Collateral;
; (bv) after generally to do, at the occurrence option of the Pledgee, and during at the continuance expense of an Event the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgee deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of Defaultthis Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of the Pledgor, to receive, indorseappoint a receiver or equivalent person to xxxxxxxx the Pledgor’s assets, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute Pledgor hereby ratifies all that said attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and thereafter as long as any of the Obligations shall be outstanding.
(c) 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 Section 23. ----------time in the Agent’s discretion, to file 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 1 contract
Agent Appointed Attorney-in-Fact. The 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 as the Grantor's Pledgors’ attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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, severally and not jointly, 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, after the occurrence and during the continuance of an Event of Default, (i) to askendorse 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 sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, bxxx 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 sxx for moneys monies due and to become due under or in connection with any respect of the Pledged Collateral;
; (bv) after generally to do, at the occurrence option of the Pledgees, and during at the continuance expense of an Event the Pledgors, severally and jointly, at any time, or from time to time, all acts and 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 Defaultthis Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to receive, indorseappoint a receiver or equivalent person to mxxxxxxx such Pledgor’s assets, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute such Pledgor hereby ratifies all that said attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------time in the Agent’s discretion, to file 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 (Ifan Financial, Inc.)
Agent Appointed Attorney-in-Fact. The Grantor (a) Effective upon the occurrence and continuation of an Event of Default, the Pledgors hereby -------------------------------- irrevocably appoints the Agent as the Grantor's Pledgors' attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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 bill, bill of lading, storaxx xr xxxxhouse 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 sue for moneys monies due and to become due under or in connection with any xxspect of the Pledged Collateral;
; (bv) after the occurrence and during the continuance of an Event of Defaultgenerally, to receivedo, indorseat the option of the Pledgees, and collect at the expense of the Pledgors, severally and jointly, at any drafts time, or other instrumentsfrom time to time, documents all acts and chattel paperthings necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in connection with clause order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (avi) above; ----------
(c) after in the occurrence and during event of the continuance bankruptcy of an Event of Defaultany Pledgor, to file any claims appoint a receiver or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise equivalent person 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 Defaultmarshall such Pledgor's assxxx, to discharge any Lien or encumbrance on or against any of the Collateral or bond the same;
(e) to give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor xxx such 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant or earlier satisfaction in full of the Debenture.
(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 Section 23. ----------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
Agent Appointed Attorney-in-Fact. The Grantor Pledgor hereby -------------------------------- irrevocably appoints the Agent the Grantoras Pledgor's attorney-in-fact, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor, Agent or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, including without limitation:
(a) after to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor;
(b) upon the occurrence and during the continuance continuation of an 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 Pledged Collateral;
(bc) after upon the occurrence and during the continuance continuation of an Event of Default, to receive, indorse, endorse and collect any drafts instruments made payable to Pledgor representing any dividend or other instruments, documents distribution in respect of the Pledged Collateral or any part thereof and chattel paper, in connection with clause (a) above; ----------to give full discharge for the same;
(cd) after upon the occurrence and during the continuance continuation of an Event of Default, to file, or cause to be filed, to the extent permitted by law, such applications for approval and to take all other and further actions required to obtain any approvals or consents from the FCC required for the exercise of any right or remedy hereunder; and
(e) upon the occurrence and during the continuation of an Event of Default, to file any claims or take any action or institute any proceedings which the that Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Agent with respect to any of the Pledged 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon the termination of this Agreement pursuant to Section 23. ----------.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. The Each Grantor hereby -------------------------------- irrevocably appoints the Agent the such Grantor's ’s attorney-in-fact, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time time, in the Agent's ’s discretion, to take any action and to execute any instrument which that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation:
(a) after to obtain, an upon the occurrence and during the continuance of an Event of Default, adjust insurance required to askbe 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 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 Collateral;,
(bc) after upon the occurrence and during the continuance of an any Event of Default, to receive, indorse, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above; ----------,
(cd) after upon the occurrence and during the continuance continuation of an any Event of Default, 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 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;
(de) after upon the occurrence and during the continuation of any Event of Default, to use any Intellectual Property or IP Agreements (solely pursuant to the terms thereof) that are not Excluded Property of such Grantor, including 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 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 Event of Default, to repair, alter, or 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
(i) upon the occurrence and during the continuance of an any Event of Default, to discharge take exclusive possession of all locations where the Borrower or other Grantor conducts its business or has rights of possession, with prompt notice to the Borrower or any Lien Grantor and to use such locations to store, process, manufacture, sell, use, and liquidate or encumbrance on otherwise dispose of items that are Collateral, without obligation to pay rent or against any of the Collateral or bond the same;
(e) to give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, other compensation for the benefit possession or use 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon the termination of this Agreement pursuant to Section 23. ----------location.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. The Grantor Pledgor hereby -------------------------------- irrevocably appoints the Agent the Grantor's its attorney-in-fact, with full authority in effective upon the place occurrence and stead continuance of an Event of Default, for the Grantor purpose of carrying out the provisions of this Agreement and in the name of the Grantor or otherwise, from time to time in the Agent's discretion, to take taking any action and to execute executing any instrument which the Agent may 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, subject to the Agent's authority as provided in Agent shall have the Note Purchase Agreementright, including, without limitation:
(a) after 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 Pledgor, to askask for, demand, collect, xxx for, recover, compromisecollect, receive receipt and give acquittance for any and receipts for all moneys due and or to become due and under or in connection with and by virtue of any of the Collateral;
(b) after the occurrence and during the continuance of an Event of Default, to receiveendorse checks, indorsedrafts, orders and collect other instruments for the payment of money payable to the Pledgor representing any drafts interest or dividend, or other instruments, documents and chattel paper, distribution payable in connection with clause (a) above; ----------
(c) 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 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 enforce make any commitment or to make any inquiry as to the rights 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 respect thereof or any property covered thereby, and no action taken by the Agent or the Pledgees or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledgor or to any claim or action against the Agent or the Pledgees in the absence of the gross negligence or willful misconduct of the Agent with respect to any of or the Collateral;
(d) after Pledgees, as 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon the termination of this Agreement pursuant to Section 23. ----------case may be.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby -------------------------------- irrevocably appoints the Agent as the GrantorPledgor's attorney-in-fact, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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 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 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 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 xxx for moneys monies due and to become due under or in connection with any respect of the Collateral;
; (bv) after the occurrence and during the continuance of an Event of Defaultgenerally, to receivedo, indorseat the option of the Pledgees, and collect at the expense of the Pledgor, at any drafts time, or other instrumentsfrom time to time, documents all acts and chattel paperthings which the Pledgees deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in connection with clause order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Pledgor might or could do; and (avi) above; ----------
(c) after in the occurrence and during event of the continuance bankruptcy of an Event of Defaultthe Pledgor, to file any claims appoint a receiver or take any action or institute any proceedings which equivalent person to xxxxxxxx Pledgor's assets, and the Agent may deem necessary or desirable for the collection of any of the Collateral 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------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 1 contract
Agent Appointed Attorney-in-Fact. The Grantor Each Pledgor hereby -------------------------------- irrevocably irrevocably, until the Termination Date, appoints the Agent, its nominee, and any other Person whom Agent the Grantor's may designate, as such Pledgor’s attorney-in-fact, with full authority in power during the place and stead existence of the Grantor and in the name any Event of the Grantor or otherwiseDefault, from time subject to time in the Agent's discretionany applicable law, to take any action (including the completion and presentation of any proxy) and to execute any instrument which that is necessary for Agent to exercise its rights and remedies with respect to the Agent may deem necessary or advisable to accomplish Pledged Collateral in accordance with the purposes terms of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation:
(a) after the occurrence and during the continuance of an Event of Default, to ask(i) receive, demandendorse and collect all instruments (or other property, collectas applicable) made payable to any Pledgor representing any distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, xxx fortransfer, recoverpledge, compromise, receive and give acquittance and receipts for moneys due and make any agreement with respect to become due under or in connection otherwise deal with any of the Collateral;
(b) after the occurrence Pledged Collateral as fully and during the continuance of an Event of Default, to receive, indorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute completely as though such attorney-in-fact was the absolute owner thereof for the Agentall purposes, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing to do, at such attorney-in-fact’s option and continuing in full force such Pledgor’s expense, at any time or from time to time, all acts and effect. The Grantor hereby -- ratifies all things that such attorney-in- in-fact deems necessary to protect, preserve or realize upon the Pledged Collateral. Each Pledgor hereby ratifies and approves all acts of any such attorney-in-fact made or taken pursuant to this Section 7 and agrees that neither Agent nor any other Person designated as an attorney-in-fact by Agent shall lawfully do be liable for any acts, omissions, errors of judgment or cause mistakes of fact or law (other than, and only to be done by virtue hereofthe extent of, such Person’s gross negligence or willful misconduct). This power The foregoing powers of attorney is attorney, being coupled with an interest and shall be irrevocable. This power of attorney shall terminate upon interest, are irrevocable until the termination of this Agreement pursuant to Section 23. ----------Termination Date.
Appears in 1 contract
Samples: Pledge Agreement (Green Plains Inc.)
Agent Appointed Attorney-in-Fact. The 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 as the Grantor's Pledgors' attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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, severally and not jointly, 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, after the occurrence and during the continuance of an Event of Default, (i) to askendorse 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 sign 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 Pxxxxorx, xssignments, 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 sue for moneys monies due and to become due under or in connection with any respect of the Pledged Collateral;
; (bv) after generallx xo do, at the occurrence option of the Pledgees, and during at the continuance expense of an Event the Pledgors, severally and jointly, at any time, or from time to time, all acts and 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 Defaultthis Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to receive, indorseappoint a receiver or equivalent person to marshall such Pledgor's assets, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute such Pledgor hereby ratifies all xxxx xxxd attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------time in the Agent's discretion, to file 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 (Red Giant Entertainment, Inc.)
Agent Appointed Attorney-in-Fact. (a) The Grantor Pledgors hereby -------------------------------- irrevocably appoints appoint the Agent as the Grantor's Pledgors’ attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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 hereby makes, constitutes and appoints 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 Pledgee; (ii) to asksign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, bxxx 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 sxx for moneys monies due and to become due under or in connection with any respect of the Pledged Collateral;
; (bv) after the occurrence and during the continuance of an Event of Defaultgenerally, to receivedo, indorseat the option of the Pledgees, and collect at the expense of the Pledgors, severally and jointly, at any drafts time, or other instrumentsfrom time to time, documents all acts and chattel paperthings which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in connection with clause order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (avi) above; ----------
(c) after in the occurrence and during event of the continuance bankruptcy of an Event of Defaultany Pledgor, to file any claims appoint a receiver or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise equivalent person to enforce the rights of the Agent with respect to any of the Collateral;
(d) after the occurrence mxxxxxxx such Pledgor’s assets, 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor such 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------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 Pledged Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. The Each Grantor hereby -------------------------------- irrevocably appoints the Agent the such Grantor's attorney-in-fact, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Agent's discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation:
(a) after the occurrence and during the continuance of an Event of Default, 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 any of the Collateral;
(b) after the occurrence and during the continuance of an Event of Default, to receive, indorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of or title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Each Grantor hereby -- ratifies all that such attorney-in- 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. This power of attorney shall terminate upon the termination of this Agreement pursuant to Section 23. ----------
Appears in 1 contract
Samples: Guarantor Security and Pledge Agreement (Western Micro Technology Inc /De)
Agent Appointed Attorney-in-Fact. The Grantor (a) -------------------------------- Each Borrower hereby -------------------------------- irrevocably appoints the Agent the Grantorsuch Borrower's attorney-in-fact, with full authority in the place and stead of the Grantor such Borrower and in the name of the Grantor such Borrower or otherwise, from at such time to as an Event of Default has occurred and until such time as such Event of Default is waived in writing by the Agent's discretionLenders in accordance with the Credit Agreement, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation:
(ai) after the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx sue for, recover, compromise, receive and give acquittance xxxuittance and receipts for moneys due and to become due under or in connection with the Collateral,
(ii) to receive and open all mail addressed to any Borrower and to notify postal authorities to change the address for the delivery of mail to each Borrower to that of the Collateral;Agent,
(biii) after the occurrence and during the continuance of an Event of Default, to receive, indorseendorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------therewith,
(civ) 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 or otherwise to enforce the rights of the Agent with respect to any of the Collateral;,
(dv) after the occurrence and during the continuance to direct any party liable for any payment under or in respect of an Event of Default, to discharge any Lien or encumbrance on or against any of the Collateral to make payment of any and all monies due or bond to become due thereunder, directly to the same;Agent or as the Agent shall direct,
(evi) to give sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against Account Debtors, assignments, verifications, and notices in connection with Accounts and record any Liens;other documents constituting or related to the Collateral,
(fvii) to make settle, compromise or adjust any payments suit, action, or take any acts which proceeding described above and, in connection therewith, give such discharges or releases as the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, for the benefit of the Holders, on the Collateral;may deem appropriate,
(gviii) after to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the occurrence and during the continuance purchase order of an Event of Defaultany Account Debtor, to execute and give receipt for any certificate of ownership or any document of title; and
(hix) after to use any trademarks, trade names, industrial designs or other intellectual property rights to the occurrence extent necessary to sell Inventory and during the continuance of an Event of Defaultto collect any amounts due under Accounts or Related Contracts.
(b) Each Borrower hereby ratifies, to transfer title to any item of Collateral. All Persons dealing with the Agentextent permitted by law, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor hereby -- ratifies all that such attorney-in- fact said attorneys shall lawfully do or cause to be done by virtue hereof. This The power of attorney granted pursuant to this Section 10 is a power ---------- coupled with an interest and shall be irrevocable. This power irrevocable until the payment in full of attorney shall terminate upon the Obligations and the termination of this Agreement pursuant the Commitment.
(c) Each Borrower also authorizes the Agent, at any time and from time to time, following the occurrence of an Event of Default and until such time as such Event of Default is waived in writing by the Lenders in accordance with the Credit Agreement, to (i) communicate in its own name with any Account Debtor with regard to the assignment of the right, title and interest of such Borrower in and under the Accounts and other matters relating thereto and (ii) execute, in connection with the sale provided for in Section 23. ----------13 hereof, any endorsements, assignments or other ---------- instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (International Murex Technologies Corp)
Agent Appointed Attorney-in-Fact. The 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 as the Grantor's Pledgors’ attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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, severally and not jointly, 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 any respect of the Pledged Collateral;
; (bv) after the occurrence and during the continuance of an Event of Defaultgenerally, to receivedo, indorseat the option of the Pledgees, and collect at the expense of the Pledgors, severally and jointly, at any drafts time, or other instrumentsfrom time to time, documents all acts and chattel paperthings which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in connection with clause order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (avi) above; ----------
(c) after in the occurrence and during event of the continuance bankruptcy of an Event of Defaultsuch Pledgor, to file any claims appoint a receiver or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise equivalent person to enforce the rights of the Agent with respect to any of the Collateral;
(d) after the occurrence xxxxxxxx such Pledgor’s assets, 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor such 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------time in the Agent’s discretion, to file 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
Agent Appointed Attorney-in-Fact. The 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 as the Grantor's Pledgors’ attorney-in-fact, with full authority in the place and stead of the Grantor of, and in the name of of, the Grantor Pledgors or otherwise, from time to time in the Agent's discretion, discretion to take any action and to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase 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, severally and not jointly, 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, after the occurrence and during the continuance of an Event of Default, (i) to askendorse 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 sign 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 any respect of the Pledged Collateral;
; (bv) after generally to do, at the occurrence option of the Pledgees, and during at the continuance expense of an Event the Pledgors, severally and jointly, at any time, or from time to time, all acts and 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 Defaultthis Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to receive, indorseappoint a receiver or equivalent person to xxxxxxxx such Pledgor’s assets, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; ----------
(c) 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 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 give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, 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 certificate of ownership or any document of title; and
(h) 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, or any employee or agent of the Agent acting pursuant hereto, or any substitute such Pledgor hereby ratifies all that said attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. 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. This power of attorney shall terminate upon irrevocable for the termination term of this Agreement pursuant and 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 Section 23. ----------time in the Agent’s discretion, to file 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 (Solar Wind Energy Tower, Inc.)
