Appointment of Attorney. Effective at any time when a Lease Event of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as the Lien of the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may be, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, as the case may be, to the extent that the same have been assigned by this Assignment and, for such period as Assignee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may deem to be necessary or advisable in the premises.
Appears in 9 contracts
Samples: Note Purchase Agreement (Continental Airlines Inc /De/), Note Purchase Agreement (Continental Airlines Inc /De/), Note Purchase Agreement (Continental Airlines Inc /De/)
Appointment of Attorney. Effective at any time when a Lease Event of Default shall have occurred and be continuing18.1 To the fullest extent permitted by applicable law, (i) unless Assignee and Mortgagee (so long as the Lien of Pledgor hereby irrevocably appoints the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may Pledgee to be, to following the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion occurrence of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assigneean Enforcement Event, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably, attorney (with full power (of substitution and delegation) for and on behalf of the Pledgor and in its name or in the name of Assignor or otherwise) the Pledgee and as the Pledgor’s act and deed to asksign, requireexecute, demandseal, receivedeliver, compound acknowledge, file, register and give acquittance for perfect any and all monies such assurances, documents, instruments, agreements, certificates and claims for monies due consents and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, do any and all such acts and things as the case may be, Pledgor itself could do in relation to the extent that Charged Assets or in relation to any matters dealt with in this Deed and which the same have been assigned by this Assignment and, for such period as Assignee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee Pledgee reasonably may deem to be necessary in order to give full effect to the purposes of this Deed and will perform all acts and adopt all resolutions necessary to confer upon the assignee or advisable transferee the Voting Rights, subject to the conditions specified in Clause 3.7. It is expressly agreed that this appointment also applies to situations where the Pledgee (also) acts as the Pledgor’s counterparty (Selbsteintritt). The Pledgor will ratify and confirm whatever the Pledgee shall reasonably do or cause to be done in pursuance of the powers conferred to it hereunder.
18.2 The Pledgee shall not have any obligation whatsoever to exercise any of the powers conferred upon it by this Clause or to make any demand or enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any other action whatsoever with respect to the Charged Assets. No action taken by or omitted to be taken by the Pledgee in good faith shall give rise to any defence, counterclaim or set-off against the Pledgee or otherwise affect any of the Secured Obligations.
18.3 If a party hereto is represented by (an) attorney(s) in connection with the signing and/or execution and/or delivery of this Deed or any agreement, document or understanding referred to herein or made pursuant hereto, the choice of Netherlands law contained in the premisesrelevant power(s) of attorney to govern such power of attorney is hereby expressly acknowledged and accepted by the other party hereto as the law governing (i) the internal relationship between the principal and the attorney(s), (ii) the (external) authority of the attorney(s) and the (external) consequences of the exercise of such power(s) of attorney by the attorney(s), and (iii) any other attorney issues.
Appears in 2 contracts
Samples: Pledge of Shares Agreement, Pledge Agreement (Affiliated Computer Services Inc)
Appointment of Attorney. Effective at The Chargor hereby irrevocably appoints the following, namely:-
18.1.1 the Chargee;
18.1.2 each and every delegate or sub-delegate referred to in Clause 15; and
18.1.3 any Receiver appointed under this Debenture for the time when a Lease Event being holding office as such, jointly and also severally to be the attorney or attorneys of Default the Chargor and in its name and otherwise on its behalf and as its act and deed to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things which may be required (or which the Chargee or any Receiver appointed under this Debenture shall consider requisite) for carrying out any obligations imposed on the Chargor by or pursuant to this Debenture (including but not limited to the obligations of the Chargor under Clause 7 and the statutory covenants referred to in such Clause), for carrying out any sale, lease or other dealing by the Chargee or such Receiver into effect, for conveying or transferring any legal estate or other interest in land or other property or otherwise howsoever, for getting in the Charged Property, and generally for enabling the Chargee, any delegate or sub-delegate or the Receiver to exercise the respective powers, authorities and discretions conferred on them or any of them by or pursuant to this Debenture or by law and (without prejudice to the generality of the foregoing) to seal and deliver and otherwise perfect any deed, assurance, agreement, instrument or act which it or he may deem proper in or for the purpose of exercising any of such powers, authorities and discretions. The attorney or attorneys appointed above shall not exercise any power pursuant to such appointment prior to the security created by this Debenture becoming enforceable pursuant to Clause 12.1 unless the Chargor shall have occurred failed to carry out any of its obligations imposed pursuant to this Debenture, and be continuing, (i) unless Assignee and Mortgagee (so long as such failure continues for 30 days after written demand is made by the Lien of the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may be, Chargee to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, as the case may be, to the extent that the same have been assigned by this Assignment and, for such period as Assignee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may deem to be necessary or advisable in the premisesChargor.
Appears in 1 contract
Samples: Debenture (Combinatorx, Inc)
Appointment of Attorney. Effective at any time when a Lease Event The Pledgor hereby irrevocably and by way of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as security for the Lien performance of its obligations hereunder appoints the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may be, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease Pledgee to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably-in-fact, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, as the case may be, to the extent that the same have been assigned by this Assignment andsubstitution, for the Pledgor and in its name or otherwise and on its behalf and as its act and deed to sign, seal, execute and deliver any document or deed and do all such period as Assignee assurances, acts and things which the Pledgee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may reasonably deem to be necessary in order to give full effect to the purposes of this Agreement provided that the Pledgee shall not exercise the authority conferred on it under this Section unless a Security Event has occurred. No action taken or advisable omitted to be taken by the Pledgee pursuant to this Section shall give rise to any defense, counterclaim or other right of set-off in favor of the premisesPledgor or affect in any manner whatsoever any of the Secured Obligations except in cases of willful misconduct or gross negligence on the part of the Pledgee. The Pledgor will take such reasonable acts as may be necessary to ratify or confirm any actions taken by the Pledgee as attorney-in-fact as provided herein. The Pledgee shall not have any obligation to exercise any of the powers hereby conferred upon it, or to make any demand or enquiry as to the nature or sufficiency of
6. 112 any payment secured by it or to take any other action whatsoever with respect to the Collateral.
Appears in 1 contract
Samples: Floating Rate Guaranteed Credit Facility (Lsi Logic Corp)
Appointment of Attorney. Effective at (1) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent (and any time when a Lease Event of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as the Lien officer of the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, Collateral Agent) as the case may be, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's Grantor’s true and lawful attorney. As the attorney of each Grantor, irrevocably, with full the Collateral Agent has the power (upon the occurrence of an Event of Default that is continuing to exercise for and in the name of Assignor such Grantor with full power of substitution, any of such Grantor’s right (including the right of disposal), title and interest in and to the Collateral and all such further acts, documents, matters and things which the Collateral Agent may deem necessary or otherwiseadvisable to accomplish the purposes of this Agreement including the execution, endorsement, delivery and transfer of the Collateral to the Collateral Agent, its nominees or transferees, and the Collateral Agent and its nominees or transferees are hereby empowered to exercise all rights and powers and to perform all acts of ownership with respect to the Collateral to the same extent as such Grantor might do. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default:
(a) to ask, requireendorse a Grantor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Collateral Agent’s possession or Control;
(b) to obtain and adjust insurance required to be paid to the Collateral Agent;
(c) to ask for, demand, receivecollect, compound xxx for, recover, compromise, receive and give acquittance and receipts for any and all monies and claims for monies moneys due and to become due under, under or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect any of the EnginesCollateral;
(d) to receive, as endorse and collect any drafts or other Instruments, documents and chattel paper;
(e) to (i) notify any account debtors of the case may beassignment of any Grantor’s accounts, demand and enforce payment of any Grantor’s accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to the extent that the same have been assigned by this Assignment andany Grantor’s accounts; (ii) settle, adjust, modify, compromise, discharge or release any accounts or other Collateral, or any legal proceedings brought to collect accounts or Collateral; (iii) sell or assign any accounts and other Collateral upon such terms, for such period amounts and at such times as Assignee the Collateral Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an account debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to change the address for delivery thereof to such address as the Collateral Agent may exercise rights with respect thereto under this Assignment, to designate; (vii) endorse any checks chattel paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to any accounts, Inventory or other instruments Collateral; (viii) use a Grantor’s stationery and sign its name to verifications of accounts and notices to account debtors; (ix) use the information recorded on or orders contained in connection therewith any data processing equipment and computer hardware and software relating to any Collateral; (x) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which a Grantor is a beneficiary; (xi) make and adjust claims under insurance policies; (xii) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; or (xiii) take all other actions as Collateral Agent deems appropriate to fulfill any Grantor’s obligations hereunder; and
(f) to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee proceedings that the Collateral 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 Collateral Agent with respect to any of the Collateral or any other action as the Collateral Agent deems appropriate to fulfill any Grantor’s obligations under the Secured Debt Documents.
(2) This power of attorney is irrevocable, is coupled with an interest, has been given for valuable consideration (the receipt and adequacy of which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or insolvency of any of the Grantors. All acts of the attorney are hereby ratified and approved, and the attorney shall not be liable for any act, failure to act or any other matter or thing, except to the extent caused by its own gross negligence or wilful misconduct. This power of attorney extends to and is binding upon each Grantor’s successors and permitted assigns. Each Grantor authorizes the Collateral Agent to delegate in writing to another Person any power and authority of the Collateral Agent under this power of attorney as may be necessary or advisable desirable in the premisesopinion of the Collateral Agent, and to revoke or suspend such delegation.
Appears in 1 contract
Appointment of Attorney. Effective at any time when a Lease Event of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as the Lien of the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may be, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, as the case may be, to the extent that the same have been assigned by this Assignment and, for PURCHASE AGREEMENT AND ENGINE WARRANTIES ASSIGNMENT ROLLS PAGE 7 344 such period as Assignee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may deem to be necessary or advisable in the premises.
Appears in 1 contract
Samples: Note Purchase Agreement (Continental Airlines Inc /De/)