Common use of Further Assurances; Power of Attorney Clause in Contracts

Further Assurances; Power of Attorney. (a) At any time and from time to time, upon the written request of the Pledgee, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Pledgee reasonably may deem appropriate in order to perfect and preserve the Pledgee's security interest in the Collateral and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing or continuation statement without the signature of the Pledgor to the extent permitted by applicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish the purposes of this Agreement. 14. [OMITTED] 15.

Further Assurances; Power of Attorney. Each Pledgor agrees that it will join with the Collateral Agent in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents in such offices as the Collateral Agent (a) At any time and from time to time, upon acting on its own or on the written request instructions of the Pledgee, Required Lenders) may reasonably deem necessary or appropriate and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Pledgee reasonably may deem appropriate wherever required or permitted by law in order to perfect and preserve the Pledgee's Collateral Agent’s security interest in the Collateral hereunder and in order for hereby authorizes the Pledgee Collateral Agent to obtain the full benefits of this Agreement file financing statements and amendments thereto relative to all or any part of the rights and powers herein granted, Collateral (including, without limitation, financing statements which list the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing or continuation statement Collateral specifically and/or “all assets” as collateral) without the signature of the such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the extent permitted by applicable Law. If any amount payable under or in connection with any of Collateral Agent such additional conveyances, assignments, agreements and instruments as the Collateral shall be Agent may reasonably require or become evidenced by any promissory note deem advisable to carry into effect the purposes of this Agreement or other instrumentto further assure and confirm unto the Collateral Agent its rights, such note powers and remedies hereunder or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgeethereunder. (b) The Each Pledgor hereby appoints the Pledgee Collateral Agent such Pledgor's ’s attorney-in-fact, with full authority in the place and stead of the such Pledgor and in the name of the such Pledgor or otherwise, to act from time to time, solely time after the occurrence and during the continuance of an Event of Default and subject to the Credit AgreementDefault, in the Pledgee's reasonable Collateral Agent’s discretion to take any action and to execute any instrument which the Pledgee Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement. 14. [OMITTED] 15.

Further Assurances; Power of Attorney. (a) At any time and from From time to timetime after the Closing, upon at the written request of the PledgeeBuyer and for no further consideration, and at the sole expense of the PledgorSeller shall execute, the Pledgor will promptly and duly execute acknowledge and deliver any such assignments, transfers, consents and all such further other documents and instruments and documents and take such further other actions as may be reasonably necessary or desirable to consummate the transactions contemplated hereby, or to effectuate any action as the Pledgee reasonably may deem appropriate in order to perfect and preserve the Pledgee's security interest in the Collateral and in order for the Pledgee to obtain the full benefits of contemplated under this Agreement (individually and of the rights and powers herein granted, including, without limitationcollectively, the filing “Further Assurances”). Each of Resistys, AOI and Avantogen hereby irrevocably makes, constitutes and appoints Buyer, and any financing officers, employees or continuation statements under the Uniform Commercial Code in effect in any jurisdiction agents of Buyer designated by Buyer, with full power of substitution, as its agent and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing or continuation statement without the signature of the Pledgor to the extent permitted by applicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such Pledgor's attorney-in-fact, fact with full power and authority in the place its place, name and stead of the Pledgor and stead, or in the name of the Pledgor or otherwiseBuyer’s name, to act from time to timeexecute, solely after the occurrence acknowledge and during the continuance of an Event of Default deliver such assignments, transfers, consents and subject to the Credit Agreement, in the Pledgee's reasonable discretion to other documents and instruments and take any action and to execute any instrument which the Pledgee such other actions as may deem be reasonably necessary or advisable desirable to accomplish consummate the purposes of transactions contemplated hereby, or to effectuate any action contemplated under this Agreement, with the same legal force and effect as if executed by it (the “Power of Attorney”), provided that Buyer may only exercise the Power of Attorney if Resistys, AOI and/or Avantogen, as applicable, fail for any reason (including due to its dissolution or liquidation) to perform the Further Assurances within thirty (30) days of Buyer’s written request describing the Further Assurances requested to be performed. 14The Power of Attorney is coupled with an interest and shall be irrevocable. [OMITTED] 15Each of Resistys, AOI and Avantogen hereby ratify and confirm all actions Buyer lawfully does or causes to be done pursuant to the Power of Attorney. Each of Resistys, AOI and Avantogen hereby agree that third parties may rely upon the representations of Buyer, and any officers, employees or agents of Buyer designated by Buyer, as to any and all matters with respect to any power granted by the Power of Attorney, and no person or entity who shall act in reliance upon such representations or the authority granted by the Power of Attorney shall incur any liability to Resistys, AOI or Avantogen as a result of such reliance. The powers conferred on Buyer by the Power of Attorney are solely to protect Buyer’s interests herein and do not impose any duty upon it to exercise any such powers.

Further Assurances; Power of Attorney. (ae) At any time and from time to time, upon the written request of the Pledgee, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Pledgee reasonably may deem appropriate in order to perfect and preserve the Pledgee's security interest in the Collateral and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing or continuation statement without the signature of the Pledgor to the extent permitted by applicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints shall not change its name, identity, principal place of business or place of organization in any manner unless the Pledgor shall have given the Pledgee such at least sixty (60) days' prior written notice thereof and shall have taken, at the Pledgor's attorney-in-factsole expense, with full authority all action necessary or reasonably requested by the Pledgee in order to continue the perfection and priority of the security interests in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, Collateral intended to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish the purposes of be created by this Agreement. 14. [OMITTED] 15.

Further Assurances; Power of Attorney. (aii) At any time and from time to time, upon the written request of the Pledgee, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Pledgee reasonably may deem appropriate in order to perfect and preserve the Pledgee's security interest in the Collateral and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing or continuation statement without the signature of the Pledgor to the extent permitted by applicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such Pledgor's attorney-attorney- in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish the purposes of this Agreement. 14. [OMITTED] 15.

Further Assurances; Power of Attorney. (a) At any time Each Pledgor agrees that it will, at such Pledgor’s own expense, file and from time refile, or cause to timebe filed or refiled, upon under the written request of UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all in such further instruments and documents and take such further action offices as the Pledgee (acting on its own or on the instructions of the Required Lenders) may reasonably may deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee's ’s security interest in the Collateral hereunder and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any such part of the Collateral (including, without limitation, financing or continuation statement statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of the such Pledgor to the extent where permitted by applicable Law. If any amount payable under law, in such offices as the Pledgee may reasonably deem necessary or advisable or wherever required or permitted by law in connection with any of order to perfect and preserve the Pledgee’s security interest in the Collateral shall be or become evidenced by any promissory note or other instrument, hereunder and agrees to do such note or instrument shall be immediately delivered further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and pledged to instruments as the Pledgee hereundermay reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, duly endorsed, to the extent necessary, to the Pledgeepowers and remedies hereunder or thereunder. (b) The Each Pledgor hereby constitutes and appoints the Pledgee such Pledgor's its true and lawful attorney-in-fact, irrevocably, with full authority in the place and stead of the such Pledgor and in the name of the such Pledgor or otherwise, to act from time to time, solely time after the occurrence and during the continuance of an Event of Default and subject to the Credit AgreementDefault, in the Pledgee's reasonable discretion ’s discretion, to act, require, demand, receive and give acquittance for any and all monies and claims for monies due or to become due to such Pledgor under or arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney is coupled with an interest. 14. [OMITTED] 1516.

Further Assurances; Power of Attorney. (a) At The Assignor shall, and shall use its commercially reasonable efforts to cause its successors and assigns to, at any time and from time to timetime after the date hereof, upon the written request of the PledgeeAssignee, do, execute, acknowledge, deliver and at the sole expense of the Pledgorfile, the Pledgor will promptly and duly execute and deliver any and or cause to be done, executed, acknowledged, delivered or filed, all such further instruments acts, deeds, transfers, conveyances, assignments or assurances as may be reasonably required for transferring, conveying, assigning and documents and take such further action as the Pledgee reasonably may deem appropriate in order to perfect and preserve the Pledgee's security interest in the Collateral and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect assuring to the security interests granted hereby. The Pledgor also hereby authorizes Assignee, or for reducing to possession by the Pledgee to file any such financing or continuation statement without the signature of the Pledgor to the extent permitted by applicable Law. If any amount payable under or in connection with Assignee of, any of the Collateral shall be Assigned Patents, or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish for otherwise carrying out the purposes of this Agreement, including the execution and delivery of any additional or separate documents and performance of other additional acts necessary or desirable to record and perfect the interest of the Assignee in and to the Assigned Patents or otherwise in connection with the prosecution and maintenance of the Assigned Patents, any administrative or judicial action, suit or challenge by a third party (including any reexamination or other proceeding challenging the validity or enforceability of an Assigned Patent) and otherwise maintaining, enforcing or defending the Assigned Patents and any other intellectual property rights relating thereto. 14Without limiting the generality of the foregoing, the Assignor shall, and shall use commercially reasonable efforts to cause its successors and assigns to, take all actions necessary to effectuate the assignment of the Assigned Patents contemplated hereunder, including making filings and executing any documents that may be necessary or desirable for purposes of recordation by the United States Patent and Trademark Office and any other intellectual property office in any other jurisdiction throughout the world. [OMITTED] 15In the event that the Assignor or any of its successors and assigns does not take in a timely fashion any action reasonably deemed necessary or advisable by the Assignee, the Assignee shall have the right to take such action. The Assignor hereby grants, on its own behalf and on behalf of its successors and assigns to the fullest extent permitted by Law, to the Assignee an irrevocable power of attorney, coupled with an interest, to take all action contemplated or authorized pursuant to this Agreement, including filings which may be necessary or desirable for purposes of recordation by the United States Patent and Trademark Office or any other intellectual property office in any other jurisdiction throughout the world.

Further Assurances; Power of Attorney. (a) At any time Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, deliver to the Pledgee such financing statements, continuation statements and from time other documents, in form reasonably acceptable to time, upon the written request of the Pledgee, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Pledgee (acting on its own or on the instructions of (i) at any time that the First Lien Intercreditor Agreement is not in effect, the Required Credit Agreement Secured Creditors or (ii) at any time that the First Lien Intercreditor Agreement is in effect, the Applicable Authorized Representative as provided in the First Lien Intercreditor Agreement (provided that if the Applicable Authorized Representative is the Administrative Agent, the Administrative Agent shall act upon the instructions of the Required Credit Agreement Secured Creditors)) may reasonably may deem necessary or appropriate in order to perfect and preserve the Pledgee's ’s security interest in the Collateral hereunder and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any such part of the Collateral (including, without limitation, (x) financing or continuation statement statements which list the Collateral specifically and/or “all assets” as collateral and (y) “in lieu of” financing statements) without the signature of the such Pledgor to the extent where permitted by applicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrumentlaw, and agrees to do such note or instrument shall be immediately delivered further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute any instrument which instruments as the Pledgee may reasonably require or deem reasonably necessary or advisable to accomplish carry into effect the purposes of this Agreement. 14. [OMITTED] 15Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) At any time and from time to time, upon the written request of the Pledgee, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Pledgee reasonably may deem appropriate in order to perfect and preserve the Pledgee's security interest in the Collateral and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing or continuation statement without the signature of the Pledgor to the extent permitted by applicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints shall not change its name, identity, principal place of business or place of organization in any manner unless the Pledgor shall have given the Pledgee such at least sixty (60) days' prior written notice thereof and shall have taken, at the Pledgor's attorney-in-factsole expense, with full authority all action necessary or reasonably requested by the Pledgee in order to continue the perfection and priority of the security interests in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, Collateral intended to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish the purposes of be created by this Agreement. 14. [OMITTED] 15.

Further Assurances; Power of Attorney. (a) At any time and from From time to timetime after the Closing, upon at the written request of the PledgeeBuyer and for no further consideration, and at the sole expense of the PledgorSeller shall execute, the Pledgor will promptly and duly execute acknowledge and deliver any such assignments, transfers, consents and all such further other documents and instruments and documents and take such further other actions as may be reasonably necessary or desirable to consummate the transactions contemplated hereby, or to effectuate any action as the Pledgee reasonably may deem appropriate in order to perfect and preserve the Pledgee's security interest in the Collateral and in order for the Pledgee to obtain the full benefits of contemplated under this Agreement (individually and of the rights and powers herein granted, including, without limitationcollectively, the filing “Further Assurances”). Each of Resistys, AOI and Avantogen hereby irrevocably makes, constitutes and appoints Buyer, and any financing officers, employees or continuation statements agents of Buyer designated by Buyer, with full power of substitution, as its agent and attorney-in-fact with full power and authority in its place, name and stead, or in Buyer’s name, to execute, acknowledge and deliver such assignments, transfers, consents and other documents and instruments and take such other actions as may be reasonably necessary or desirable to consummate the transactions contemplated hereby, or to effectuate any action contemplated under this Agreement, with the Uniform Commercial Code in same legal force and effect in as if executed by it (the “Power of Attorney”), provided that Buyer may only exercise the Power of Attorney if Resistys, AOI and/or Avantogen, as applicable, fail for any jurisdiction reason (including due to its dissolution or liquidation) to perform the Further Assurances **** Certain information on this page has been omitted and filed separately with the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority commission. Confidential treatment has been requested with respect to the security interests granted herebyomitted portions. within thirty (30) days of Buyer’s written request describing the Further Assurances requested to be performed. The Pledgor also Power of Attorney is coupled with an interest and shall be irrevocable. Each of Resistys, AOI and Avantogen hereby authorizes ratify and confirm all actions Buyer lawfully does or causes to be done pursuant to the Pledgee Power of Attorney. Each of Resistys, AOI and Avantogen hereby agree that third parties may rely upon the representations of Buyer, and any officers, employees or agents of Buyer designated by Buyer, as to file any and all matters with respect to any power granted by the Power of Attorney, and no person or entity who shall act in reliance upon such representations or the authority granted by the Power of Attorney shall incur any liability to Resistys, AOI or Avantogen as a result of such reliance. The powers conferred on Buyer by the Power of Attorney are solely to protect Buyer’s interests herein and do not impose any duty upon it to exercise any such financing or continuation statement without the signature of the Pledgor to the extent permitted by applicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and pledged to the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish the purposes of this Agreement. 14. [OMITTED] 15powers.