Common use of Power of Attorney, Etc Clause in Contracts

Power of Attorney, Etc. (a) Effective on the Closing Date, Seller hereby constitutes and appoints Purchaser the true and lawful attorney of Seller in the name of Seller and/or on its behalf (and for the benefit of Purchaser), and at the expense of Purchaser: (i) to demand and receive from time to time any and all the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings at law, in equity or otherwise that Purchaser and its successors, legal representatives or assigns may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all actions, suits or proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser and its successors, legal representatives or assigns shall deem desirable. Seller hereby agrees that the appointment hereby made and the powers hereby granted are as security for the performance of certain obligations of Seller hereunder and are and shall be irrevocable by it in any manner or for any reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller and any affiliate selling any of the Acquired Assets. (b) Effective upon the Closing Date, Purchaser shall have the right to receive and open all mail, packages and other communications which relate primarily to the Transferred Business addressed to Seller or any of its affiliates and Seller agrees promptly to deliver to Purchaser any such mail, packages or other communications received directly or indirectly by Seller or any of its affiliates. Purchaser shall have the right and authority to collect, for its own account, all receivables and other items which shall be transferred or are intended to be transferred to Purchaser as provided in this Agreement. Seller will endorse in favor of Purchaser any cheques or drafts received on account of any such receivables or other items, and Seller shall promptly transfer or deliver to Purchaser any cash or other property received directly or indirectly by Seller or its affiliates in respect of such receivables and other items. Purchaser shall promptly deliver to Seller all mail, packages and other communications received by it which relate to Seller or its affiliates but do not relate exclusively to the Transferred Business. Seller and its affiliates shall promptly deliver to Purchaser all mail, packages and other communications received by any of them which relate to the Transferred Business but do not relate to any of them.

Power of Attorney, Etc. (a) Effective on upon the Closing DateClosing, Seller hereby constitutes and appoints Purchaser and its successors, legal representatives and assigns the true and lawful attorney attorneys of Seller with full power of substitution, in the name of Seller and/or Seller, but on its behalf (of and for the benefit of Purchaser)Purchaser and its successors, legal representatives and assigns, and at the expense of Purchaser: (i) to demand and receive from time to time any and all Receivables and other items directly related to Receivables that are included in the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; and (ii) to institute, prosecute, compromise and settle any and all proceedings at law, in equity or otherwise that Purchaser and its successors, legal representatives or assigns may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all actions, suits or proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses clause (i) through (iii) as Purchaser and its successors, legal representatives or assigns shall deem desirable. Seller hereby agrees that the appointment hereby made and the powers hereby granted are as security for the performance of certain obligations of Seller hereunder coupled with an interest and are and shall be irrevocable by it in any manner or for any reason. Seller shall deliver to Purchaser at the Closing an acknowledged power of attorney to the foregoing effect executed by Seller and any affiliate selling any of the Acquired AssetsSeller. (b) Effective upon the Closing DateClosing, Purchaser shall have the right to receive and open all mail, packages and other communications which relate primarily addressed to any member of the Seller Group relating to the Transferred Business addressed to Seller or any of its affiliates Business, and Seller agrees promptly to deliver to Purchaser any such mail, packages or other communications received directly or indirectly by any member of the Seller or any of its affiliates. Purchaser shall have the right and authority to collect, for its own account, all receivables and other items which shall be transferred or are intended to be transferred to Purchaser as provided in this Agreement. Seller will endorse in favor of Purchaser any cheques or drafts received on account of any such receivables or other items, and Seller shall promptly transfer or deliver to Purchaser any cash or other property received directly or indirectly by Seller or its affiliates in respect of such receivables and other itemsGroup. Purchaser shall promptly deliver to Seller all mail, packages and other communications received by it which relate to any member of the Seller or its affiliates but do not relate exclusively to the Transferred Business. Seller and its affiliates shall promptly deliver to Purchaser all mail, packages and other communications received by any of them which relate to the Transferred Business Group but do not relate to any of themthe Business.

Power of Attorney, Etc. (a) Effective on upon the Closing DateClosing, ---------------------- Seller hereby constitutes and appoints Purchaser and its successors, legal representatives and assigns the true and lawful attorney attorneys of Seller with full power of substitution, in the name of Seller and/or Seller, but on its behalf (of and for the benefit of Purchaser)Purchaser and its successors, legal representatives and assigns, and at the expense of Purchaser: (i) to demand and receive from time to time any and all Receivables and other items directly related to Receivables that are included in the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; and (ii) to institute, prosecute, compromise and settle any and all proceedings at law, in equity or otherwise that Purchaser and its successors, legal representatives or assigns may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all actions, suits or proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses clause (i) through (iii) as Purchaser and its successors, legal representatives or assigns shall deem desirable. Seller hereby agrees that the appointment hereby made and the powers hereby granted are as security for the performance of certain obligations of Seller hereunder coupled with an interest and are and shall be irrevocable by it in any manner or for any reason. Seller shall deliver to Purchaser at the Closing an acknowledged power of attorney to the foregoing effect executed by Seller and any affiliate selling any of the Acquired AssetsSeller. (b) Effective upon the Closing DateClosing, Purchaser shall have the right to receive and open all mail, packages and other communications which relate primarily addressed to any member of the Seller Group relating to the Transferred Business addressed to Seller or any of its affiliates Business, and Seller agrees promptly to deliver to Purchaser any such mail, packages or other communications received directly or indirectly by any member of the Seller or any of its affiliates. Purchaser shall have the right and authority to collect, for its own account, all receivables and other items which shall be transferred or are intended to be transferred to Purchaser as provided in this Agreement. Seller will endorse in favor of Purchaser any cheques or drafts received on account of any such receivables or other items, and Seller shall promptly transfer or deliver to Purchaser any cash or other property received directly or indirectly by Seller or its affiliates in respect of such receivables and other itemsGroup. Purchaser shall promptly deliver to Seller all mail, packages and other communications received by it which relate to any member of the Seller or its affiliates but do not relate exclusively to the Transferred Business. Seller and its affiliates shall promptly deliver to Purchaser all mail, packages and other communications received by any of them which relate to the Transferred Business Group but do not relate to any of themthe Business.

Power of Attorney, Etc. (a) Effective on the Closing Date, Seller hereby constitutes and appoints Purchaser and Purchaser’s successors, legal representatives and assigns the true and lawful attorney attorneys of Seller Seller, with full power of substitution, in the name of Seller and/or or Purchaser, but on its behalf (of and for the benefit of Purchaser)Purchaser and its successors, legal representatives and assigns and at the expense of Purchaser: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings at law, in equity or otherwise that Purchaser and its successors, legal representatives or assigns may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired AssetsAssets and otherwise to collect, assert or enforce same (including without limitation any Receivables and under any of the Assigned Contracts); (iii) to defend or compromise any or all actions, suits or proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser and its successors, legal representatives or assigns shall deem desirable. Seller hereby agrees that the appointment hereby made and the powers hereby granted are as security for the performance of certain obligations of Seller hereunder coupled with an interest and are and shall be irrevocable by it in any manner or for any reason. Seller shall execute and deliver to Purchaser at Closing an acknowledged concurrently herewith a separate power of attorney in form and content substantially similar to the foregoing effect executed by Seller and any affiliate selling any of the Acquired Assetsforegoing. (b) Effective upon the Closing Date, Purchaser shall have the right to receive and open all mail, packages and other communications which relate primarily to the Transferred Business addressed to Seller and/or relating to the Business or any of its affiliates the Assets, and Seller agrees promptly to deliver to Purchaser any such mail, packages or other communications received directly or indirectly by Seller or any of its affiliatesSeller. Purchaser shall have the right and authority to collect, for its own account, all receivables and other items which shall be transferred or are intended to be transferred to Purchaser any Receivables as provided in this Agreement. Seller will endorse in favor of Purchaser any cheques or drafts received the close of business on account of any such receivables or other itemsthe Closing Date, and Seller shall promptly transfer or deliver to Purchaser any cash or other property received directly or indirectly by Seller or its affiliates in respect of such receivables Receivables, including any amounts payable as interest, and other itemssuch funds will be deemed held in trust for the benefit of Purchaser until so transferred or delivered by Seller. Purchaser shall promptly deliver to Seller all mail, packages and other communications received by it which relate to Seller or its affiliates but do not relate exclusively to the Transferred Business. Seller and its affiliates shall promptly deliver to Purchaser all mail, packages and other communications received by any of them which relate to the Transferred Business but do not relate to any of themthe Business or the Assets.