Cumulative Remedies; Power of Attorney. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful attorney-in-fact, and authorizes Lender and any of Lender's designees, in Borrower's or Lender's name, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to
(i) endorse Borrower's name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or the Licenses to anyone, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions with respect to the Copyrights or the Licenses as Lender deems in its best interest. Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan Agreement shall have been terminated. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing Agreements, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender...
Cumulative Remedies; Power of Attorney. The Agent hereby acknowledges and affirms that the rights and remedies with respect to the Trademarks, whether established hereby or by the Security Agreement, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Grantor hereby authorizes the Agent upon the occurrence and during the continuance of an Event of Default, to make, constitute and appoint any officer or agent of the Agent as the Agent select, in its sole discretion, as Grantor's true and lawful attorney-in-fact, with power to (a) endorse Grantor's name on all applications, documents, papers and instruments reasonably necessary or desirable for the Agent in the use of the Trademarks or (b) take any other actions with respect to the Trademarks as the Agent deems to be in the best interest of the Secured Parties, or (c) grant or issue any exclusive or non-exclusive license under the Trademarks to anyone, or (d) assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks to anyone. Grantor hereby ratifies all that such attorneys shall lawfully do or cause to be done after the occurrence and during the continuance of an Event of Default by virtue hereof. This power of attorney shall be irrevocable until Grantor's Obligations shall have been paid in full. Grantor hereby further acknowledges and agrees that the use by the Agent of the Trademarks after the occurrence and during the continuance of an Event of Default shall be worldwide, except as limited by their terms, and without any liability for royalties or related charges from the Agent to Grantor.
Cumulative Remedies; Power of Attorney. All of Grantee’s rights and remedies with respect to the Patents and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. Grantor hereby irrevocably appoints Grantee as Grantor’s attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise to carry out the acts described below. Upon the occurrence and during the continuance of a Default, Grantor hereby authorizes Grantee to, in its sole discretion, (i) endorse Grantor’s name on all applications, documents, papers and instruments necessary or desirable for Grantee in the use of the Patents and the Licenses, (ii) take any other actions with respect to the Patents and the Licenses as Grantee deems is in its best interest, (iii) grant or issue any exclusive or non-exclusive license with respect to the Patents to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Patents and the Licenses to anyone on commercially reasonable terms. Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement shall have been terminated pursuant to Section 6 hereof. Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Grantee under the Security Agreement or other Debt Documents, but rather is intended to facilitate the exercise of such rights and remedies. Grantee shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which, respectively, either (x) the Patents may be located or deemed located or (y) the Licenses were granted.
Cumulative Remedies; Power of Attorney. Borrower hereby acknowledges and affirms that the rights and remedies with respect to the Patent Collateral, whether established hereby or by the Security Agreement, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Subject to any applicable cure or notice period in the Security Agreement, Borrower hereby authorizes the Collateral Agent upon the occurrence of and during the continuance of an Event of Default, to make, constitute and appoint any officer or agent of the Collateral Agent as the Collateral Agent may select, in their sole discretion, as Borrower’s true and lawful attorney-in-fact, with the power to (i) endorse Borrower’s name on all applications, documents, papers and instruments necessary or desirable for the Collateral Agent to use or enjoy the Patent Collateral, or (ii) take any other actions with respect to the Patent Collateral as the Collateral Agent deems to be in the best interest of the Collateral Agent, or (iii) grant or issue any exclusive or non-exclusive license under the Patent Collateral to anyone, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Patent Collateral. This power of attorney granted herein shall be irrevocable until the Obligations shall have been satisfied and paid in full. Borrower hereby further acknowledges and agrees that the right to use or enjoy the Patent Collateral granted to the Collateral Agent herein shall be worldwide, except as limited by their terms, and without any liability for royalties or other charges from the Collateral Agent to Borrower.
Cumulative Remedies; Power of Attorney. All of the Secured -------------------------------------- Party's rights and remedies with respect to the Patents, whether established hereby, by the Lease, by any other Loan Document, or by law shall be cumulative and may be exercised singularly or concurrently. The Debtor hereby authorizes the Secured Party to make, constitute and appoint any officer or agent of the Secured Party as the Secured Party may select, in its sole discretion, as the Debtor's true and lawful attorney-in-fact, with power, from and after the occurrence of an Event of Default to (a) endorse the Debtor's name on all applications, documents, papers and instruments necessary or desirable for the Secured Party in the use of the Patents, including, without limitation, if the Debtor fails to execute and deliver within three (3) days of the Secured Party's written request therefor the assignment required by Secured Party, (b) take any other actions with respect to the Patents as the Secured Party deems in the best interest of the Secured Party, (c) grant or issue any exclusive or non-exclusive license under the Patents to anyone, or (d) assign, pledge, convey or otherwise transfer title in or dispose of the Patents to anyone. The Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof in accordance with the terms hereof. This power of attorney, being coupled with an interest, shall be irrevocable until all Obligations shall have been paid in full and this Agreement has been terminated. The Debtor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Secured Party under the Lease and the Other Agreements but rather is intended to facilitate the exercise of such rights and remedies.
Cumulative Remedies; Power of Attorney. All of Secured Party's rights and remedies with respect to the Collateral, whether established pursuant to this Agreement, the Note or at law or in equity, shall be cumulative and may be exercised singularly or concurrently. Grantors hereby authorize Secured Party to make, constitute and appoint any officer or agent of Secured Party as Grantor's true and lawful attorney-in-fact, with power, upon the occurrence of an Event of Default, to (a) endorse Grantor's name on all documents, papers and instruments necessary or desirable for Secured Party to vote the Membership Interests or use the Collateral, (b) take any other actions with respect to the Collateral that Secured Party deems appropriate, (c) assign, pledge, convey or otherwise transfer title to or dispose of any of the Collateral, and (d) execute and file appropriate UCC financing statements with respect to the Membership Interests, and renewals of such financing statements. This power of attorney is coupled with an interest and shall be irrevocable unless and until the obligations under the Note have been paid in full.
Cumulative Remedies; Power of Attorney. All of Agent’s rights and remedies with respect to the Intellectual Property, whether established hereby or by the Loan Agreement, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. The Borrower hereby authorizes Agent upon the occurrence and during the continuance of an Event of Default, to make, constitute and appoint any officer or agent of Agent as Agent may select, in its sole discretion, as Borrower’s true and lawful attorney-in-fact, with power to, upon written notice to Borrower, (i) endorse Borrower’s name on all applications, documents, papers and instruments necessary or desirable for Agent in the use of the Intellectual Property, or (ii) take any other actions with respect to the Intellectual Property as Agent deems to be in the best interest of Agent, or (iii) grant or issue any exclusive or non-exclusive license under the Intellectual Property to any person or entity, or (iv) assign, pledge, sell, convey or otherwise transfer title in or dispose of any of the Intellectual Property to any person or entity. Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney being coupled with an interest shall be irrevocable until all Obligations shall have been paid in full and the Loan Agreement has been terminated.
Cumulative Remedies; Power of Attorney. Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as Grantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in Grantor's or the Administrative Agent's name, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and during the continuance of a
Cumulative Remedies; Power of Attorney. Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the
Cumulative Remedies; Power of Attorney. Agent hereby -------------------------------------- acknowledges and affirms that the rights and remedies with respect to the Copyrights, whether established hereby or by the Credit Agreement, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Assignor hereby authorizes and empowers Agent, its successors and assigns, and any officer or agent of Agent as Agent may select, in its exclusive discretion, as Assignor's true and lawful attorney-in-fact, with the power to endorse Assignor's name on all applications, assignments, documents, papers and instruments necessary for Agent, to use the Copyrights or to grant or issue any exclusive or non-exclusive license under the Copyrights to anyone else, or necessary for Agent to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights to anyone else including, without limitation, the power to execute a copyright assignment in the form attached hereto as Exhibit I. Assignor hereby ratifies all that such attorney shall --------- lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable until all the Obligations shall have been indefeasibly paid and satisfied in full and the Credit Agreement has been terminated. Assignor hereby further acknowledges and agrees that the use by Agent of all Copyrights shall be worldwide, except as limited by their terms, and without any liability for royalties or other related charges from Agent to Assignor.
