Right of Endorsement, Etc Sample Clauses

Right of Endorsement, Etc. Effective upon the Closing, the Seller hereby constitutes and appoints the Buyer, its successors and assigns, the true and lawful attorney-in-fact of the Seller with full power of substitution, in the name of the Buyer, or the name of the Seller, on behalf of and for the benefit of the Buyer, to collect all accounts receivable assigned to the Buyer as provided herein, to endorse, without recourse, checks, notes and other instruments received in payment of such accounts receivable in the name of the Seller, and to institute and prosecute, in the name of the Seller or otherwise, all proceedings which the Buyer may deem proper in order to assert or enforce any claim, right or title of any kind in or to the Purchased Assets (other than the Accounts Receivable), to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets (other than the Accounts Receivable) and to do all such acts and things in relation thereto as the Buyer may deem advisable. The foregoing powers are coupled with an interest and shall be irrevocable by the Seller, directly or indirectly, whether by the dissolution of the Seller or in any manner or for any reason.
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Right of Endorsement, Etc. Effective upon the Closing, the Seller hereby constitutes and appoints the Buyer, its successors and assigns, the true and lawful attorney-in-fact of the Seller with full power of substitution, in the name of the Buyer, or the name of the Seller, on behalf of and for the benefit of the Buyer, to collect all Accounts Receivable assigned to the Buyer as provided herein, to endorse, without recourse, checks, notes and other instruments received in payment of such Accounts Receivable in the name of the Seller, and to institute and prosecute, in the name of the Seller or otherwise, all proceedings which the Buyer may deem proper in order to assert or enforce any claim, right or title of any kind in or to the Purchased Assets (provided that the Buyer shall not, without the consent of the Seller, initiate any such proceeding to collect on Accounts Receivable acquired hereunder), to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets and to do all such acts and things in relation thereto as the Buyer may deem advisable. The foregoing powers are coupled with an interest and shall be irrevocable by the Seller, directly or indirectly, whether by the dissolution of the Seller or in any manner or for any reason; provided, however that notwithstanding anything to the contrary contained herein, collections of Medicare and Medicaid Accounts Receivable shall first be deposited into the Medical Group Collections Account (as defined in the Management Services Agreement) and shall thereafter be transferred to an account designated by the Management Company in accordance with the procedures outlined in Section 5.1 of the Management Services Agreement. Notwithstanding anything contained herein to the contrary, the power of attorney granted to the Management Company in this Section 1.6 shall be terminated upon the termination of the Management Services Agreement.
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Right of Endorsement, Etc. Effective upon the Closing, the Clinic hereby constitutes and appoints the Purchaser and its successors and assigns, the true and lawful attorney-in-fact of the Clinic with full power of substitution, in the name of the Purchaser, or the name of the Clinic, on behalf of and for the benefit of the Purchaser, to collect all accounts receivable assigned to the Purchaser as provided herein, to endorse, without recourse, checks, notes and other instruments received in payment of such accounts receivable in the name of the Clinic, and to institute and prosecute, in the name of the Clinic or otherwise, all proceedings which the Purchaser may deem proper in order to assert or enforce any claim, right or title of any kind in or to the Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Assets and to do all such acts and things in relation thereto as the Purchaser may deem reasonably advisable. The foregoing powers are coupled with an interest and shall be irrevocable by the Clinic, directly or indirectly, whether by the dissolution of the Clinic or in any other manner or for any other reason. The power of attorney granted herein is restricted to collection of the accounts receivable transferred pursuant to this Agreement. Any exercise of this power of attorney must be done in a lawful and commercially reasonable manner. The power of attorney granted herein is restricted to collection of the accounts receivable and enforcement of rights with respect to assets transferred pursuant to this Agreement. Any exercise of this power of attorney must be done in a lawful and commercially reasonable manner.
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Right of Endorsement, Etc. 4 1.7. Further Assurances ....................................... 5 1.8. Assignment of Leases ..................................... 6 1.9. Condition of Purchased Assets ............................ 6
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Right of Endorsement, Etc. Effective upon 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 the Seller, on behalf of and for the benefit of Purchaser, to collect all items being sold, transferred, conveyed and assigned to Purchaser as provided herein, to endorse, without recourse, notes and other instruments constituting or relating to the Assets in the name of the Seller, to institute and prosecute, in the name of the Seller or otherwise, all proceedings which Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets and to do all such acts and things in relation thereto as Purchaser may deem advisable. The foregoing powers are coupled with an interest and shall be irrevocable by Seller, directly or indirectly, whether by the dissolution of the Seller or in any manner or for any reason.
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Right of Endorsement, Etc. 4 1.7. Further Assurances ...................................... 5 1.8. Assignment of Leases .................................... 5 ARTICLE II
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Right of Endorsement, Etc. Effective upon the Closing, the Seller hereby constitutes and appoints the Buyer, its successors and assigns, the true and lawful attorney-in-fact of the Seller with full power of substitution, in the name of the Buyer, or the name of the Seller, on behalf of and for the benefit of the Buyer, to collect all Accounts Receivable assigned to the Buyer as provided herein, to endorse, without recourse, checks, notes and other instruments received in payment of such Accounts Receivable in the name of the Seller, and to institute and prosecute, in the name of the Seller or otherwise, all proceedings which the Buyer may deem proper in order to assert or enforce any claim, right or
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Right of Endorsement, Etc. 8 1.9 Subscription Agreement...............................................8
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Right of Endorsement, Etc. Effective upon the Closing, Seller hereby constitutes and appoints Purchaser, its successors and assigns, the true and lawful attorney of the Seller with full power of substitution, in the name of Purchaser, or the
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Related to Right of Endorsement, Etc

  • No Endorsement Holder understands that no federal or state securities administrator has made any finding or determination relating to the fairness of investment in the Company or purchase of the Common Stock hereunder and that no federal or state securities administrator has recommended or endorsed the offering of securities by the Company hereunder.

  • APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC If and to the extent necessary to enable the Pledgee to perfect its security interest in any of the Collateral or to exercise any of its remedies hereunder, the Pledgee shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Collateral, which may be held (in the discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.

  • Waiver of Rights of Subrogation Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a party, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

  • Endorsements Each Mortgage Note has been endorsed by a duly authorized officer of Seller for its own account and not as a fiduciary, trustee, trustor or beneficiary under a trust agreement.

  • Insurance; Waiver of Subrogation 23.1. Landlord shall maintain insurance for the Building and the Project in amounts equal to full replacement cost (exclusive of the costs of excavation, foundations and footings, engineering costs or such other costs to the extent the same are not incurred in the event of a rebuild and without reference to depreciation taken by Landlord upon its books or tax returns) or such lesser coverage as Landlord may elect, provided that such coverage shall not be less than the amount of such insurance Landlord’s Lender, if any, requires Landlord to maintain, providing protection against any peril generally included within the classification “Fire and Extended Coverage,” together with insurance against sprinkler damage (if applicable), vandalism and malicious mischief. Landlord, subject to availability thereof, shall further insure, if Landlord deems it appropriate, coverage against flood, environmental hazard, earthquake, loss or failure of building equipment, rental loss during the period of repairs or rebuilding, Workers’ Compensation insurance and fidelity bonds for employees employed to perform services. Notwithstanding the foregoing, Landlord may, but shall not be deemed required to, provide insurance for any improvements installed by Tenant or that are in addition to the standard improvements customarily furnished by Landlord, without regard to whether or not such are made a part of or are affixed to the Building.

  • Assignment of Insurance As additional security for the payment and performance of the Obligations, the Borrower hereby assigns to the Lender any and all monies (including, without limitation, proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of the Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and the Borrower hereby directs the issuer of any such policy to pay all such monies directly to the Lender. At any time, whether or not a Default Period then exists, the Lender may (but need not), in the Lender's name or in the Borrower's name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of any such policy.

  • Waiver of Subrogation Rights (15) Neither the Lessor nor the Lessee shall be liable to the other for loss arising out of damage to or destruction of the Premises, or the building or improvement of which the Premises are a part or with which they are connected, or the contents of any thereof, when such loss is caused by any of the perils which are or could be included within or insured against by a standard form of fire insurance with extended coverage, including sprinkler leakage insurance, if any. All such claims for any and all loss, however caused, hereby are waived. Such absence of liability shall exist whether or not the damage or destruction is caused by the negligence of either Lessor or Lessee or by any of their respective agents, servants or employees. It is the intention and agreement of the Lessor and the Lessee that the rentals reserved by this lease have been fixed in contemplation that both parties shall fully provide their own insurance protection at their own expense, and that both parties shall look to their respective insurance carriers for reimbursement of any such loss, and further, that the insurance carriers involved shall not be entitled to subrogation under any circumstances against any party to this lease. Neither the Lessor nor the Lessee shall have any interest or claim in the other’s insurance policy or policies, or the proceeds thereof, unless specifically covered therein as a joint insured.

  • Release and Waiver of Subrogation The parties hereto release each other, and their respective agents and employees, from any liability for injury to any person or damage to property that is caused by or results from any risk insured against under any valid and collectible insurance policy carried by either of the parties which contains a waiver of subrogation by the insurer and is in force at the time of such injury or damage, subject to the following limitations: (i) the foregoing provisions shall not apply to the commercial general liability insurance described by subparagraph 9.1A and 9.1B; and (ii) such release shall apply to liability resulting from any risk insured against or covered by self-insurance maintained or provided by Tenant to satisfy the requirements of paragraph 9.1. This release shall be in effect only so long as the applicable insurance policy contains a clause to the effect that this release shall not affect the right of the insured to recover under such policy. Each party shall use reasonable efforts to cause each insurance policy obtained by it to provide that the insurer waives all right of recovery by way of subrogation against the other party and its agents and employees in connection with any injury or damage covered by such policy. However, if any insurance policy cannot be obtained with such a waiver of subrogation, or if such waiver of subrogation is only available at additional cost and the party for whose benefit the waiver is to be obtained does not pay such additional cost, then the party obtaining such insurance shall notify the other party of that fact and thereupon shall be relieved of the obligation to obtain such waiver of subrogation rights from the insurer with respect to the particular insurance involved.

  • Waiver of Subrogation, Etc Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 12.7, each Borrower hereby expressly and irrevocably waives any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor. Each Borrower acknowledges and agrees that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 12, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 12.4.

  • Endorsement The Seller shall provide a blanket endorsement transferring the entire interest of the Seller and the Interim Eligible Lender Trustee for the benefit of Seller in the Loans to the Eligible Lender Trustee for the benefit of the Purchaser with the form of endorsement provided for in the Sale Agreement. At the direction of and in such form as Purchaser may designate, the Seller also agrees to individually endorse any Eligible Loan as Purchaser may request from time to time.

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