Common use of Power of Attorney; Right of Endorsement, Etc Clause in Contracts

Power of Attorney; Right of Endorsement, Etc. Effective as of the Closing, Seller hereby constitutes and appoints Purchaser and its successors and assigns the true and lawful attorney of Seller with full power of substitution, in the name of Purchaser or the name of Seller, on behalf of and for the benefit of Purchaser, (a) to collect all Transferred Assets, (b) to endorse, without recourse, checks, notes and other instruments attributable to the Transferred Assets, (c) to defend and compromise all actions, suits or proceedings with respect to any of the Transferred Assets, (d) to institute and prosecute all proceedings which Purchaser may deem proper in order to collect, assert or enforce any claim, right or title in or to the Transferred Assets and (e) to do all such reasonable acts and things with respect to the Transferred Assets as Purchaser may deem advisable, subject to the consent of Seller, which consent shall not be unreasonably withheld. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller directly or indirectly by the dissolution of Seller or in any other manner. Purchaser shall retain for its own account any amounts lawfully collected pursuant to the foregoing powers and Seller shall promptly pay to Purchaser any amounts received by Seller after the Closing with respect to the Transferred Assets to which Purchaser may be entitled.

Power of Attorney; Right of Endorsement, Etc. Effective as of the Closing, Seller hereby constitutes and appoints Purchaser Buyer and its successors and assigns the true and lawful attorney of Seller with full power of substitution, in the name of Purchaser Buyer or the name of Seller, on behalf of and for the benefit of PurchaserBuyer, (a) to collect all Transferred Purchased Assets, (b) to endorse, without recourse, checks, notes and other instruments attributable to the Transferred Purchased Assets, (c) to defend and compromise all actions, suits or proceedings with respect to any of the Transferred Purchased Assets, (d) to institute and prosecute all proceedings which Purchaser Buyer may deem proper in order to collect, assert or enforce any claim, right or title in or to the Transferred Purchased Assets and (e) to do all such reasonable acts and things with respect to the Transferred Purchased Assets as Purchaser Buyer may deem advisable, subject to the consent of Seller, which consent shall not be unreasonably withheld. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller directly or indirectly by the dissolution of Seller or in any other manner. Purchaser Buyer shall retain for its own account any amounts lawfully collected pursuant to the foregoing powers and Seller shall promptly pay to Purchaser Buyer any amounts received by Seller after the Closing with respect to the Transferred Purchased Assets to which Purchaser Buyer may be entitled.

Power of Attorney; Right of Endorsement, Etc. Effective as of the Closing, Seller hereby constitutes and appoints Purchaser Buyer and its successors and assigns the true and lawful attorney of Seller with full power of substitution, in the name of Purchaser Buyer or the name of Seller, on behalf of and for the benefit of PurchaserBuyer, (a) to collect all Transferred Acquired Assets, (b) to endorse, without recourse, checks, notes and other instruments attributable to the Transferred Acquired Assets, (c) to defend and compromise all actions, suits or proceedings with respect to any of the Transferred Acquired Assets, (d) to institute and prosecute all proceedings which Purchaser Buyer may deem proper in order to collect, assert or enforce any claim, right or title in or to the Transferred Acquired Assets and (e) to do all such reasonable acts and things with respect to the Transferred Acquired Assets as Purchaser Buyer may deem advisable, subject to the consent of Seller, which consent shall not be unreasonably withheld. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller directly or indirectly by the dissolution of Seller or in any other manner. Purchaser Buyer shall retain for its own account any amounts lawfully collected pursuant to the foregoing powers and Seller shall promptly pay to Purchaser Buyer any amounts received by Seller after the Closing with respect to the Transferred Acquired Assets to which Purchaser Buyer may be entitled.

Power of Attorney; Right of Endorsement, Etc. Effective as of the First Closing, Seller each of the Sellers hereby constitutes and appoints Purchaser the Buyer and its successors and assigns the true and lawful attorney of such Seller with full power of substitution, in the name of Purchaser the Buyer or the name of such Seller, on behalf of and for the benefit of Purchaserthe Buyer, (a) to collect all Transferred Purchased Assets, (b) to endorse, without recourse, checks, notes and other instruments in connection with the operation of the Restaurants and attributable to the Transferred Purchased Assets, (c) to defend and compromise all actions, suits or proceedings with respect to any of the Transferred Assets, (d) to institute and prosecute all proceedings which Purchaser the Buyer may deem proper in order to collect, assert or enforce any claim, right or title in or to the Transferred Purchased Assets, (d) to defend and compromise all actions, suits or proceedings with respect to any of the Purchased Assets and (e) to do all such reasonable acts and things with respect to the Transferred Purchased Assets as Purchaser the Buyer may deem advisable; provided, subject to however, that the consent power of Seller, which consent attorney granted hereby shall not be unreasonably withheldeffective with respect to the Designated Purchased Assets until the Second Closing. Seller agrees The Sellers agree that the foregoing powers are coupled with an interest and shall be irrevocable by Seller the Sellers directly or indirectly by the dissolution of Seller any of the Sellers or in any other manner. Purchaser The Buyer shall retain for its own account any amounts lawfully collected pursuant to the foregoing powers powers, and Seller the Sellers shall promptly pay to Purchaser the Buyer any amounts received by Seller the Sellers after the applicable Closing with respect to the Transferred Assets to which Purchaser may be entitledPurchased Assets.

Power of Attorney; Right of Endorsement, Etc. Effective as of the Closing, Seller hereby constitutes and appoints Purchaser and its successors and assigns the true and lawful attorney of Seller with full power of substitution, in the name of Purchaser or the name of Seller, on behalf of and for the benefit of Purchaser, (a) to collect all Transferred Purchased Assets, (b) to endorse, without recourse, checks, notes and other instruments attributable to the Transferred Purchased Assets, (c) to defend and compromise all actions, suits or proceedings with respect to any of the Transferred Assets, Purchased Assets (subject to Section 10.7) and (d) to institute and prosecute all proceedings which Purchaser may deem proper in order to collect, assert or enforce any claim, right or title in or to the Transferred Assets and (e) to do all such reasonable acts and things with respect to the Transferred Purchased Assets as Purchaser may deem advisable, subject to the consent of Seller, which consent shall not be unreasonably withheld. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller directly or indirectly by the dissolution of Seller or in any other manner. Purchaser shall retain for its own account any amounts lawfully collected pursuant to the foregoing powers and Seller shall promptly pay to Purchaser any amounts received by Seller after the Closing with respect to the Transferred Assets to which Purchaser may be entitledPurchased Assets.