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, each Asset Seller hereby constitutes and appoints the Purchaser as its true and lawful attorney, with full power of substitution, in the name of the Purchaser or any of the Asset Sellers, on behalf, for the benefit and at the expense of the Purchaser, solely (a) to collect all Purchased Assets, (b) to endorse, without recourse, checks, notes and other instruments in connection with or attributable to the Purchased Assets and the Assumed Liabilities, (c) to institute and prosecute all proceedings which the Purchaser may deem proper in order to collect, assert or enforce any claim, right or title in, to or under or otherwise attributable to the Purchased Assets and the Assumed Liabilities, (d) to defend and compromise all actions, suits or proceedings with respect to any of the Purchased Assets, as well as any Assigned Contracts, or the Assumed Liabilities and (e) to do all such reasonable acts and things with respect to the Purchased Assets, as well as any Assigned Contracts, or the Assumed Liabilities as the Purchaser may deem advisable. The foregoing powers are coupled with an interest and shall not be revocable by any Asset Seller, directly or indirectly, by the dissolution of any Asset Seller or in any other manner. The Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers with respect to the Purchased Assets and the Assigned Contracts, and each Asset Seller shall promptly pay to the Purchaser any amounts received by such Seller after the Closing with respect to the Purchased Assets and the Assigned Contracts.

Power of Attorney; Right of Endorsement, Etc. Effective as of the Closing, each Asset Seller Company hereby constitutes and appoints the Purchaser as its the true and lawful attorneyattorney of such respective Company, with full power of substitution, in the name of the Purchaser or any of the Asset Sellerssuch Company, on behalf, behalf of and for the benefit and at the expense of the Purchaser, solely (a) to collect all Purchased Assets, (b) to endorse, without recourse, checks, notes and other instruments in connection with or attributable to the Purchased Assets and the Assumed Liabilities, (c) to institute and prosecute all proceedings which the Purchaser may deem proper in order to collect, assert or enforce any claim, right or title in, to or under or otherwise attributable to the Purchased Assets and the Assumed Liabilities, (d) to defend and compromise all actions, suits or proceedings with respect to any of the Purchased Assets, as well as any Assigned Contracts, or the Assumed Liabilities and (e) to do all such reasonable acts and things with respect to the Purchased Assets, as well as any Assigned Contracts, or the Assumed Liabilities as the Purchaser may deem advisable. The foregoing powers are coupled with an interest and shall not be revocable by any Asset Seller, Company directly or indirectly, indirectly by the dissolution of any Asset Seller such Company or in any other manner. The Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers with respect to the Purchased Assets and the Assigned Contracts, and each Asset Seller Company shall promptly pay to the Purchaser any amounts received by such Seller Company after the Closing with respect to the Purchased Assets and the Assigned Contracts.

Power of Attorney; Right of Endorsement, Etc. Effective as of the Closing, each Asset Seller the Company hereby constitutes and appoints the Purchaser as its the true and lawful attorneyattorney of the Company, with full power of substitution, in the name of the Purchaser or any of the Asset SellersCompany, on behalf, behalf of and for the benefit and at the expense of the Purchaser, solely (a) to collect all Purchased Assets, (b) to endorse, without recourse, checks, notes and other instruments in connection with or attributable solely to the Purchased Assets and the Assumed Liabilities, (c) to institute and prosecute all proceedings which the Purchaser may deem proper in order to collect, assert or enforce any claim, right or title in, to or under or otherwise attributable to the Purchased Assets and the Assumed Liabilities, (d) to defend and compromise all actions, suits or proceedings with respect to any of the Purchased Assets, as well as any Assigned Contracts, or the Assumed Liabilities and (e) to do all such reasonable acts and things with respect to the Purchased Assets, as well as any Assigned Contracts, or the Assumed Liabilities as the Purchaser may deem advisable; provided, however, that in the case of clause (c) and (d) above, the Purchaser shall provide the Company with written notice prior to the taking of such actions. The foregoing powers are coupled with an interest and shall not be revocable by any Asset Seller, the Company directly or indirectly, indirectly by the dissolution of any Asset Seller the Company or in any other manner. The Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers with respect to the Purchased Assets and the Assigned Contracts, and each Asset Seller the Company shall promptly pay to the Purchaser any amounts received by such Seller the Company after the Closing with respect to the Purchased Assets and the Assigned Contracts.