Common use of Authority of Secured Party Clause in Contracts

Authority of Secured Party. (a) Secured Party shall have, and be entitled to exercise, all such powers hereunder as are specifically delegated to Secured Party by the terms hereof, together with such powers as are incidental thereto. Secured Party may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Neither Secured Party, nor any director, officer or employee of Secured Party, shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. The Pledgor agrees to reimburse Secured Party, on demand, for all reasonable costs and expenses incurred by Secured Party in connection with the administration and enforcement of this Agreement (including costs and expenses incurred by any agent employed by Secured Party (including, without limitation, reasonable attorneys’ fees and expenses)), provided that the Pledgor shall have received a detailed written invoice outlining any such costs and expenses, and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless Secured Party (and any such agent) from and against any and all liability incurred by Secured Party (or such agent) hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of Secured Party or such agent, as the case may be.

Authority of Secured Party. (a) Any action which may be taken and any power which may be exercised hereunder may be taken or exercised by any one or more of the persons and/or entities included within the term "Secured Party." The Secured Party shall have, have and be entitled to exercise, exercise all such powers hereunder as which are specifically delegated granted to the Secured Party by the terms hereof, hereof together with such powers as are incidental reasonably incident thereto. The Secured Party may execute perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereundersuch matters. Neither the Secured Party, Party nor any director, officer attorney or employee agent of the Secured Party, Party shall be liable to the Debtor for any action taken or omitted to be taken by it hereunder or in connection herewiththem hereunder, except for its or their own gross negligence or willful misconduct, nor shall the Secured Party be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Pledgor agrees to reimburse Secured Party, on demand, for all reasonable costs and expenses incurred by Secured Party in connection with and its attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the administration and enforcement of this Agreement (including costs and expenses incurred by any agent employed by Secured Party (including, without limitation, reasonable attorneys’ fees and expenses)), provided that the Pledgor shall have received a detailed written invoice outlining any such costs and expenses, and proper person or persons. The Debtor agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Secured Party (and any such agent) other person from and against any and all costs, expenses (including attorneys' fees and expenses), claims, damages or liability incurred by the Secured Party (or such agent) hereunder or in connection herewithperson hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence or willful misconduct on the part of the Secured Party or such agent, as the case may beperson.

Authority of Secured Party. (a) The Secured Party shall have, have and be -------------------------- entitled to exercise, exercise all such powers hereunder as that are specifically delegated to the Secured Party by the terms hereof, together with such powers as are incidental reasonably incident thereto. The Secured Party may execute perform any of its duties hereunder or in connection with the Patents by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining such matters. The Secured Party and its directors, officers, employees, attorneys and agents shall be entitled to its duties hereunderrely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Secured Party, Party nor any director, officer officer, employee, attorney or employee agent of the Secured Party, Party shall be liable to the Debtor for any action taken or omitted to be taken by it hereunder or in connection herewiththem hereunder, except for its or their own gross negligence or negligence, willful misconduct, nor shall the Secured Party be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Pledgor agrees to reimburse Secured Party, on demand, for all reasonable costs and expenses incurred by Secured Party in connection with the administration and enforcement of this Agreement (including costs and expenses incurred by any agent employed by Secured Party (including, without limitation, reasonable attorneys’ fees and expenses)), provided that the Pledgor shall have received a detailed written invoice outlining any such costs and expenses, and Debtor agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Secured Party (and any such agent) other person from and against any and all reasonable costs and expenses (including reasonable attorney's fees and expenses), claims or liability incurred by the Secured Party (or such agent) hereunder or in connection herewithperson hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence or willful misconduct on the part of the Secured Party or such agent, as the case may beperson.

Authority of Secured Party. (a) Secured Party shall have, have and be entitled to exercise, exercise all such powers hereunder as which are specifically delegated to Secured Party by the terms hereof, together with such powers as are incidental reasonably incident thereto. Secured Party may execute perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereundersuch matters. Neither Secured Party, Party nor any director, officer officer, employee, attorney or employee agent of Secured Party, Party shall be liable to Debtor for any action taken or omitted to be taken by it hereunder or in connection herewiththem hereunder, except for its or their own gross negligence or willful misconduct. The Pledgor agrees to reimburse Secured Party, on demand, for all reasonable costs and expenses incurred by ; nor shall Secured Party in connection with be responsible for the administration and enforcement validity, effectiveness or sufficiency hereof or of this Agreement (including costs and expenses incurred by any agent employed by document or security furnished pursuant hereto. Secured Party (includingand they shall be entitled to rely on any communication, without limitation, reasonable attorneys’ fees instrument or document believed by it or them to be genuine and expenses)), provided that correct and to have been signed or sent by the Pledgor shall have received a detailed written invoice outlining any such costs and expenses, and proper person or persons. Debtor agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless Secured Party (and and/or any such agent) other person from and against any and all costs, expenses (including attorneys' fees), claims or liability incurred by Secured Party (or such agent) hereunder or in connection herewithperson hereunder, unless such claim or liability shall be due to gross negligence or willful misconduct on the part of Secured Party or such agent, as the case may beperson.

Authority of Secured Party. (a) The Secured Party shall have, have and be -------------------------- entitled to exercise, exercise all such powers hereunder as that are specifically delegated to the Secured Party by the terms hereof, together with such powers as are incidental reasonably incident thereto. The Secured Party may execute perform any of its duties hereunder or in connection with the Trademarks by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining such matters. The Secured Party and its directors, officers, employees, attorneys and agents shall be entitled to its duties hereunderrely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Secured Party, Party nor any director, officer officer, employee, attorney or employee agent of the Secured Party, Party shall be liable to the Debtor for any action taken or omitted to be taken by it hereunder or in connection herewiththem hereunder, except for its or their own gross negligence or negligence, willful misconduct, nor shall the Secured Party be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Pledgor agrees to reimburse Secured Party, on demand, for all reasonable costs and expenses incurred by Secured Party in connection with the administration and enforcement of this Agreement (including costs and expenses incurred by any agent employed by Secured Party (including, without limitation, reasonable attorneys’ fees and expenses)), provided that the Pledgor shall have received a detailed written invoice outlining any such costs and expenses, and Debtor agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Secured Party (and any such agent) other person from and against any and all reasonable costs and expenses (including reasonable attorney's fees and expenses), claims or liability incurred by the Secured Party (or such agent) hereunder or in connection herewithperson hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence or willful misconduct on the part of the Secured Party or such agent, as the case may beperson.