Appointment as Attorney. In‑Fact. The Borrower hereby irrevocably constitutes and appoints the Agent as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the Agent. The rights and powers granted the Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which the Borrower’s mail is to be sent to such address as the Agent shall designate; receive and open the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Borrower, or other legal representative of the Borrower whom the Agent determines to be the appropriate person to whom to so turn over such mail.
(c) Endorse the name of the Borrower in favor of the Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any proof of claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower.
(g) Use, license or transfer any or all General Intangibles of the Borrower.
Appointment as Attorney. The Borrower hereby irrevocably appoints the Creditor and any director, agent or employee of the Creditor jointly and each of them severally as attorney of the Borrower to do all things as the Creditor may consider to be necessary or desirable in order to fully protect its legitimate interests under this Agreement (to the maximum extent permitted by law) including, without limitation, to make, settle, query, compromise or finalise an insurance claim in relation to the Collateral.. The Borrower ratifies and confirms (and agrees to ratify and confirm) any actions which may be taken by such attorney. To the maximum extent permitted by law, the Borrower indemnifies the Creditor against any claims, demands, charges, monies or losses it may suffer by reason of or in consequence of exercising it rights pursuant to this clause 20 (other than due to the fraud or gross negligence of the Creditor or its director, agent or employee).
Appointment as Attorney. In-Fact and Proxy Effective upon Purchaser's payment for the Units Transferred hereby, and subject to "THE TENDER OFFER -- Withdrawal Rights" section in the Offer to Purchase and Consent Solicitation Statement, I hereby irrevocably constitute and appoint Purchaser and its designees as my true and lawful attorneys-in-fact and proxies with respect to the Units (and with respect to any and all other Units or other securities issued or issuable in respect of such Unit on or after Purchaser's Offer Date), each with full power of substitution, to the full extent of my rights (such power of attorney and proxy being deemed to be an irrevocable durable power coupled with an interest and being unaffected by my disability, incapacity, dissolution, termination or bankruptcy), to (i) seek to transfer ownership of such Units on the Partnership's books to Purchaser (and to execute and to deliver any accompanying evidences of transfer and authenticity which Purchaser, the Partnership or the General Partner may deem necessary or appropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under a "Transferor's (Seller's) Application for Transfer" created by the NASD, if required); (ii) become a substituted Limited Partner; (iii) receive any and all Distributions made or declared by the Partnership after the Offer Date; (iv) receive all benefits and otherwise exercise all rights of beneficial ownership of such Units in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement; (v) execute and deliver to the Partnership and/or the General Partner (as the case may be) any notice required by section 6050K of the Internal Revenue Code of 1986, as amended, or any successor provision, and a change of address form instructing the Partnership to send any and all future Distributions to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement in respect of tendered Units to the address specified in such form; (vi) endorse any check payable to me or upon my order representing a distribution to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, in each case on my behalf, in favor of Purchaser or any other payee Purchaser otherwise designates; (vii) exercise all of my voting and other rights as any such attorney-in-fact in its sole discretion may deem proper at any meeting of Unitholders ...
Appointment as Attorney in-Fact. In furtherance of the foregoing, the Company hereby designates and appoints Cox as its agent and attorney-in-fact, and authorizes it to take any and all actions necessary to fulfill its obligations pursuant to Section 8.2.2.
Appointment as Attorney. 33.1 You and the Guarantor (if any) each irrevocably appoint us and each of our directors and managers for the time being, severally to be the attorney of you to do all such things as we may consider in our sole discretion to be necessary or desirable in order to protect fully our legitimate interests under the Agreement (to the maximum extent permitted by law) including (for the avoidance of doubt) anything necessary to protect, secure or enforce any security granted to us under this Agreement, including any document required under clause 5.1(a).
Appointment as Attorney. In-Fact. The Borrowers hereby irrevocably constitutes and appoints the Agent as the Borrowers' true and lawful attorney, with full power of substitution, effective following Acceleration to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the ratable benefit of the Agent and the Lenders. The rights and powers granted the Agent by the within appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral.
Appointment as Attorney in-fact. Effective upon the occurrence of an Event of Default, and so long as Agent reasonably believes such Event of Default is continuing, the Pledgor hereby appoints the Agent as its true and lawful agent, proxy, and attorney-in-fact for -8- 288 the purpose of carrying out this Subsidiary Pledge Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof including, without limitation, the execution on behalf of each Pledgor of any financing or continuation statement with respect to the security interest created hereby and the endorsement of any drafts or orders which may be payable to a Pledgor in respect of, arising out of, or relating to any or all of the Collateral. This power shall be valid until the termination of the security interests created hereunder, any limitation under law as to the length or validity of a proxy to the contrary notwithstanding. This appointment is irrevocable and coupled with an interest and any proxies heretofore given by any Pledgor to any other Person are revoked. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the articles of incorporation, bylaws or other documents to which any Pledgor or any Subsidiary of a Pledgor is subject or to which any is a party.
Appointment as Attorney. The Chargor, in accordance with Article 5(2)(a) of the Powers of Attorney (Jersey) Law, 1995, hereby irrevocably appoints the Security Trustee and every delegate or sub-delegate appointed pursuant to Paragraph 2.1 separately to be its attorney on its behalf, in its name and as its act or deed:
(a) to execute and do all such assurances, acts and things as the Chargor is required to execute and do under the Finance Documents (including to execute in favour of the Security Trustee or its nominees any document required by the Security Trustee under Schedule 1, Paragraph 7 (Further Assurance)); and
(b) to seal and deliver and otherwise perfect or do any deed, assurance, agreement, instrument, act or thing which it or he may deem proper or desirable in or for the purpose of exercising any of the powers, authorities and discretions conferred by this Agreement or by law on the Security Trustee and/or which the Security Trustee may deem necessary or desirably for creating, maintaining or enforcing the security contemplated hereunder, giving full effect to this Agreement or for securing or protecting the rights of the Security Trustee hereunder or under the Law. The Chargor by this Agreement ratifies and confirms and agrees to ratify and confirm anything which any such attorney may do in the proper and lawful exercise or purported exercise of all or any of the powers, authorities and discretions referred to in this Paragraph 2.2.
Appointment as Attorney. The Pledgor hereby irrevocably constitutes and appoints the Agent and any other person appointed by the Agent as its true and lawful attorney-in- fact and agent for, in the name of and on behalf of the Pledgor, to execute and deliver, and to receive delivery of, all such assignments, transfers, deeds, assurances and instruments as may be necessary to transfer all or any of the Collateral (including, without limitation, to fill in all blanks in any transfers of stocks or any powers of attorney or other documents delivered to the Agent) and when so acting neither the Agent nor any person appointed by the Agent shall incur any liability or responsibility of any kind whatsoever to the Pledgor.
Appointment as Attorney. 8.1. In the event any or all of the LIMO parties is unable or unwilling to execute any document required to be executed to give effect to the reinstatement, the regularisation or the deed obligation, they hereby irrevocably appoint Aurum as their enduring attorney strictly limited to being empowered to do any act or sign anything that the relevant LIMO party would have been able to lawfully do or sign to aid, assist or finalise the reinstatement, the regularisation or the deed obligation in accordance with the provisions of this deed.
