Authorization to Buyer Sample Clauses

Authorization to Buyer. Without limiting in any respect the right, title and interest in and to the Acquired Assets to be acquired by Buyer hereunder, Seller irrevocably authorizes, effective upon the Closing, Buyer and its successors and assigns, to demand and receive, from time to time, any and all of the Acquired Assets, to give receipts and releases for or in respect of the same, to collect, assert or enforce any claim, right or title of any kind therein or thereto and, for such purpose, from time to time, to institute and prosecute in the name of Seller (but only if Seller consents to such use of its name), or otherwise, any and all proceedings at law, in equity or otherwise, which Buyer shall deem expedient or desirable.
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Authorization to Buyer. Without limiting in any respect the right, title and interest in and to the Acquired Assets to be acquired by Buyer hereunder, Cheney irrevocably authorizes, xxxxctive upon the Closing Date, Buyer and its successors and assigns, to demand and receive, from time to time, any and all of the Acquired Assets, to give receipts and releases for or in respect of the same, to collect, assert or enforce any claim, right or title of any kind therein or thereto and, for such purpose, from time to time, to institute and prosecute in the name of Cheney or the Business (but onlx xx Xheney consents to the use of xxxx name), or otherwise, any and all proceedings at law, in equity or otherwise, which Buyer shall deem expedient or desirable with respect to the Acquired Assets.
Sample 1
Authorization to Buyer. Seller grants to Buyer an irrevocable power of attorney coupled with an interest authorizing and permitting Buyer (acting through any of its employees, attorneys or agents) at any time, at its option but without obligation, without notice to Seller, and at Seller's sole expense, to do any or all of the following, in Seller's name or otherwise: Filing Security Interests: Seller irrevocably authorizes Buyer at Seller's expense, to file any initial financing statements and necessary amendments that: (a) indicate the Collateral as described below; (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Seller is an organization, the type of organization, and any organization identification number issued to Seller; (c) contain a notification that Seller has granted a negative pledge to the Buyer, and that any subsequent lienor may be tortuously interfering with Xxxxx’s rights; (d) advise third parties that any notification of Seller’s Account Debtors will interfere with Xxxxx’s collection rights. Xxxxxx also irrevocably authorizes Buyer at Seller's expense, to file any Correction Statement in the name of Seller under Section 9-518 of the UCC that Buyer reasonably deems necessary to preserve its rights under this Agreement. Seller authorizes Buyer to accept, endorse and deposit on behalf of Seller any checks tendered by an Account Debtor “in full payment” of its obligation to Seller. Seller shall not assert against Buyer any claim arising from such payments, irrespective of whether such action by Buyer effects an accord and satisfaction of Seller's claims, under §3-311 of the UCC, or otherwise. Seller also grants Buyer ownership and full license to use any data collected during the Term of this Agreement provided that no personally identifiable information is disclosed to the public. Securing Collateral; Liens: To exercise at any time any of the following powers until all of the Obligations have been paid in full: Receive, take, endorse, assign, deliver, accept and deposit, in the name of Buyer or Seller, as applicable, any and all proceeds of any Collateral securing the Obligations; take or bring, in the name of Buyer or Seller, all steps, actions, suits or proceedings deemed by Buyer necessary or desirable to effect collection of or other realization upon Seller’s Purchased Digital Ad Receivables; pay any sums necessary to discharge a...
Sample 1
Authorization to Buyer. Without limiting in any respect the right, title and interest in and to the Acquired Assets to be acquired by Buyer hereunder, Seller irrevocably authorizes, effective upon the Closing Date, Buyer and its successors and assigns, to demand and receive, from time to time, any and all of the Acquired Assets, to give receipts and releases for or in respect of the same, to collect, assert or enforce any claim, right or title of any kind therein or thereto and, for such purpose, from time to time, to institute and prosecute in the name of Seller (but only if Seller consents to such use of its name), or otherwise, any and all proceedings at law, in equity or otherwise, which Buyer shall deem expedient or desirable. Each of Powell and Seller hereby waives xxx xight to challenge the transactions contemplated by this Agreement pursuant to sections 270 through 281 of the New York Debtor and Creditor Law, 11 U.S.C. 547, 548 or 550 or any other similar state or federal statutes and shall use his or its best efforts to prevent any third party from exercising or enforcing any such rights or remedies, and Powell, Seller and Seller's offxxxxx and directors shall cooperate in the defense of Headway and Buyer with respect to any such claims.
Sample 1

Related to Authorization to Buyer

  • Authorization to Sell You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.

  • Authorization to File Borrower hereby authorizes Bank to file UCC financing statements without notice to Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to further perfect or protect Bank’s interest in the Collateral, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Bank under the Code.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Authorization and Closing 4.1 Newco has authorized the issuance to (i) EIS of 2,388 shares of Preferred Shares, and (ii) RPI of 6,000 shares of Common Shares and 3,612 shares of Preferred Shares, issuable as provided in Clause 4.4 hereof

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • AUTHORIZATION TO SUPPLEMENT If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

  • Corporate Authorization The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

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