Authorized Action by Secured Party Sample Clauses

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including without limitation bringing a suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s name on all applications, documents, papers and instruments necessary or desirable for Secured Party in the use of any Intellectual Property; (e) grant or issue any exclusive or non-exclusive license under any Intellectual Property to any person or entity; (f) assign, pledge, sell, convey or otherwise transfer title in or dispose of any Intellectual Property to any person or entity; (g) cause the Commissioner of Patents and Trademarks, United States Patent and Trademark Office (or as appropriate, such equivalent agency in foreign countries) to issue any and all patents and related rights and applications to Secured Party as the assignee of Debtor’s entire interest therein; (h) file a copy of this Agreement with any governmental agency, body or authority, including without limitation the United States Patent and Trademark Office and, if applicable, the United States Copyright Office or Library of Congress, at the sole cost and expense of Debtor; (i) insure, process and preserve the Collateral; (j) pay any indebtedness of Debtor relating to the Collateral; (k) execute and file UCC financing statements and other documents, certificates, instruments and agreements with respect to the Collateral or as otherwise required or permitted hereunder; and (l) take any and all appropriate action and execute any and all documents and instruments tha...

Authorized Action by Secured Party. Debtor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any action which Debtor is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to exercise such rights and powers, including without limitation, to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorse, receive and receipt for all dividends, interest, payments, proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (c) enter into any extension, reorganization, deposit, merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, or apply other property in exchange for the Collateral; (d) insure, process, and preserve the Collateral; (e) transfer the Collateral to its own or its nominee’s name; (f) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (g) notify any Account Debtor on any Collateral to make payment directly to Secured Party.

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) execute and file UCC financing statements and other documents, instruments and agreements required hereunder; and (c) take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement. The powers conferred on Secured Party under this Section 6 are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither Secured Party nor any of its stockholders, directors, officers, managers, employees or agents shall be responsible to Debtor for any act or failure to act, except with respect to Secured Party’s own gross negligence or willful misconduct.

Authorized Action by Secured Party. The Pledgors hereby irrevocably appoint Pledgee as the attorney-in-fact of the Pledgors for the purpose of carrying out the security provisions of this Agreement and to take any action and execute any instrument that the Pledgee may deem necessary or advisable to accomplish the purpose of this Agreement. Such power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral) by any person, upon the occurrence an Event of Default. Pledgee shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. If an Event of Default occurs, or is already proceeding, Pledgee shall have the right to exercise the following rights: 被担保方的受权措施。出质人不可撤销地指定质权人为自己的事实代理人，以实现本协议担保条款之目的、并采取任何质权人认为对达到本协议目的必要的或有益的行动和签署此等文书。在违约事项发生时，该代理权将自动生效，无须任何人的任何行为（包括抵押物的转移）。质权人没有义务行使或保留上述权利，也不对未行使或延迟行使上述权利负责。 如果一个违约事件发生，或者正在发展，质权人有权利行使如下权利： (a) Collect by legal proceedings or otherwise, and endorse and/or receive all payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral; 代表或为了质押物，以法定程序及其它方式收取、背书、接收所有付款、价款以及现今及今后所有应收的款项和财产； (b) Enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Pledged Collateral; 参与关于、处置、放弃、接受、或拥有其它财产交换质押物的任何延期、重组、处置、兼并、合并等安排； (c) Transfer the Pledged Collateral under the Pledgee’s name or under an appointed nominee; 将质押物转到质权人或其指定人名下； (d) Make any compromise or settlement, and take any action the Pledgee deems advisable, with respect to the Pledged Collateral; 就质押物作出质权人认为有益的妥协或和解。 (e) Notify any obligor with respect to the Pledged Collateral to make payment directly to the Pledgee; 通知任何与质押物有关的债务人直接付款给质权人； (f) All rights of the Pledgors that they would otherwise be entitled to enjoy or exercise with respect to the Pledged Collateral, including without limitations the rights to vote and to receive distributions, shall cease without any further action by or notice, and all such rights shall thereupon become vested in the Pledgee; and 无需任何其他措施或通知，出质人应丧失原先所有对质押物享有或行使的其他权利，包括但不限于投票权及获得分配的权利。这些权利应归属于质权人；并且 (g) The Pledgors shall execute and deliver to the Pledgee such other instruments as the Pledgee may request in order to permit the Pledgee to exercise the rights set forth herein. 出质人应按质权人要求签署和交付其他文据，以允许质权人行使本协议项下的权利。

Authorized Action by Secured Party. Debtor hereby authorizes Secured Party to, at Secured Party's sole option and without any obligation to do so, and regardless of whether the Collateral is in its possession: File or record any document necessary or convenient to perfect, continue, amend or terminate the security interest created under this Agreement, including, without limitation, any financing statements, including amendments, authorized to be filed under the California Commercial Code or any comparable law in any jurisdiction. Debtor hereby ratifies any documents previously filed or recorded by Secured Party regarding the Collateral, including, without limitation, any and all previously filed financing statements; Enter Debtor's property to inspect the Collateral at any reasonable time, provided that Secured Party gives Debtor notice within two business days of any inspection; however, no notice shall be required for any entry by Secured Party in connection with exercise of any available remedy upon breach of this Agreement; and Pay any costs reasonably necessary to obtain, preserve, maintain, defend and enforce the security interest created under this Agreement, and pay any amounts reasonably necessary to discharge encumbrances, maintain adequate insurance coverage and maintain compliance with applicable laws and ordinances affecting the Collateral, including, without limitation, the payment of taxes, assessments, and other charges required by law or contract, reasonable attorney fees and legal expenses and expenses associated with sale, repair or storage of all or any of the Collateral. Xxxxxx agrees to reimburse Secured Party on demand for any such payments made or costs incurred by Secured Party and that such reimbursement obligation shall be a part of the Obligations.

Authorized Action by Secured Party. If Debtor fails to make any payment or do any act as herein required, then Secured Party, without obligation to do so and without notice to or demand upon Debtor, may make such payments and do such acts as Secured Party may deem necessary to protect its security interest in the Collateral. Debtor hereby agrees to repay immediately and without demand all sums so expended by Secured Party pursuant to the provisions of this paragraph with interest from date of expenditure at the maximum rate allowed by law.

Authorized Action by Secured Party. The Pledgor hereby irrevocably appoints the Pledgee the attorney-in-fact of the Pledgor for the purpose of carrying out the security provisions of this Agreement and taking any action and executing any instrument that the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement. If an event of default occurs, or is continuing, the Pledgee shall have the right to exercise the following rights and powers: 担保方授权措施。出质人在此不可撤销地指定质权人为出质人的代理人，以执行本协议的担保条款，采取质权人认为有必要或有利于完成本协议目的的行动以及签署文件。如果违约事件发生，或者正在发生，质权人有权利执行如下权利和权力: (a) Collect by legal proceedings or otherwise and endorse and/or receive all payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral; (a) 以法定程序或其他方式签收、背书和/或接收现今或今后的应付或与质押担保有关的所有费用、收益及其它款项及财产。 (b) Enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Pledged Collateral; (b) 达成与质押担保有关的任何展期、重组、保证、兼并、合并或其他协议，或者保证、放弃、接受、保持或运用其它财产以替换抵押担保。 (c) Transfer the Pledged Collateral to its own or its nominee’s name,

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to do (but Secured Party shall not be obligated to and shall incur no liability to Debtor or any third party for failure to do so) any act which Debtor is obligated by this Agreement to do, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral for the account of and at the sole cost and expense of Debtor.

Authorized Action by Secured Party. Debtor irrevocably appoints Secured Party as Debtor's attorney in fact to do any act that Debtor is obligated to do pursuant to this Agreement to preserve or protect the Collateral and to preserve, protect, or establish Secured Party's lien on the Collateral. Debtor further irrevocably appoints Secured Party to exercise such rights and powers as Debtor might exercise with respect to the Collateral following an Event of Default, as defined below. These powers shall include without limitation the right to (a) collect by legal proceedings or otherwise, and endorse, receive, and receipt all dividends, interest, payments, proceeds, and other sums and property now or after the date of this Agreement payable on account of the Collateral, (b) transfer the Collateral to Secured Party's own or Secured Party's nominee's name, and (c) make any compromise or settlement and take any action Secured Party deems advisable with respect to the Collateral. Debtor agrees to reimburse Secured Party on demand for any costs and expenses, including without limitation attorney fees, which Secured Party may incur while acting as Debtor's attorney in fact under this Agreement, all of which costs and expenses are included in the Obligations secured by this Agreement. Secured Party shall have no obligation to act pursuant to this paragraph and shall not be required to make any presentment, demand, or protest, or give any notice or take any action to preserve any rights against any other person in connection with the Collateral.

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (but Secured Party shall not be obligated to and shall not incur any liability to Debtor or any third party for failure so to do) to exercise all rights and powers as Debtor might exercise with respect to the Collateral. Debtor agrees to pay Secured Party on demand any costs and expenses, including attorneys’ fees, it incurs while acting as Debtor’s attorney-in-fact and such costs and expenses are included in the Obligations secured hereby. 6.1 Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any party or any other person in connection with the Obligations or with respect to the Collateral whether or not Secured Party has possession of the Collateral. 6.2 Secured Party may exercise its rights of setoff with respect to the Obligations in the same manner as if the Obligations were unsecured.