Common use of Authority and Further Actions Clause in Contracts

Authority and Further Actions. (a) Except with respect to any Prosecution Rights (defined below) retained and reserved by Seller in accordance with 9(b) hereof, Seller hereby irrevocably appoints Purchaser as its true and lawful attorney-in-fact solely with respect to the Transferred Rights, and authorizes Purchaser to act in Seller’s name, place and stead, to demand, xxx for, compromise and recover all such amounts which are, or may hereafter become, due and payable for or on account of the Transferred Rights herein assigned. Seller hereby grants Purchaser all authority that Seller has the power to grant to do all things necessary to enforce the Transferred Rights and Seller’s rights thereunder. Seller agrees that, the powers granted in this Section 9(a) are discretionary in nature and exercisable at the sole option of Purchaser. Purchaser shall have no obligation to prove, defend, or take any affirmative action with respect to proving the validity or amount of the Transferred Rights. Seller agrees to take such further action with respect to the Transferred Rights in the Case as Purchaser may reasonably request from time to time. Notwithstanding the foregoing, Seller shall not be obligated to take any action which Seller determines in good faith is not permitted under applicable law, rule, regulation, or order.

Authority and Further Actions. (a) Except with respect to any Prosecution Rights (defined below) retained and reserved by Seller in accordance with Section 9(b) hereof, Seller hereby irrevocably appoints Purchaser as its true and lawful attorney-in-fact solely with respect to the Transferred Rights, and authorizes Purchaser to act in Seller’s name, place and stead, to demand, xxx for, compromise and recover all such amounts which are, or may hereafter become, due and payable for or on account of the Transferred Rights herein assigned. Seller hereby grants Purchaser all authority that Seller has the power to grant to do all things necessary to enforce the Transferred Rights and Seller’s rights thereunder. Seller agrees that, the powers granted in this Section 9(a) are discretionary in nature and exercisable at the sole option of Purchaser. Purchaser shall have no obligation to prove, defend, or take any affirmative action with respect to proving the validity or amount of the Transferred Rights. Seller agrees to take such further action with respect to the Transferred Rights in the Case Cases as Purchaser may reasonably request from time to time. Purchaser shall reimburse all costs incurred by Seller in connection with such actions and shall indemnify Seller against any Losses incurred as a result of such actions to the extent attributable to the Transferred Rights. Notwithstanding the foregoing, Seller shall not be obligated to take any action which Seller determines in good faith is not permitted under applicable law, rule, regulation, or order.