Common use of Right of Endorsement, Etc Clause in Contracts

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.

Appears in 4 contracts

Samples: Asset Purchase Agreement (BMJ Medical Management Inc), Asset Purchase Agreement (BMJ Medical Management Inc), Asset Purchase Agreement (BMJ Medical Management Inc)

AutoNDA by SimpleDocs

Right of Endorsement, Etc. Effective upon the Closing, the Seller hereby constitutes and appoints the BuyerPurchaser, its successors and assigns, the true and lawful attorney-in-fact attorney of the Seller with full power of substitution, in the name of the BuyerPurchaser, or the name of the Seller, on behalf of and for the benefit of the BuyerPurchaser, to collect all accounts and notes receivable and other items being transferred, conveyed and assigned to the Buyer 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 Seller, and to institute and prosecute, in the name of the Seller or otherwise, all proceedings which the Buyer 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 (other than the Accounts Receivable)Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets (other than the Accounts Receivable) Assets, and to do all such acts and things in relation thereto as the Buyer Purchaser may deem advisable. The Seller agrees that 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.

Appears in 2 contracts

Samples: Assignment and Acceptance Agreement (Pathnet Telecommunications Inc), Assignment and Acceptance Agreement (Pathnet Telecommunications Inc)

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 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 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 provided that the Buyer shall not, without the consent of the Seller, initiate any such proceeding to collect on Accounts ReceivableReceivable acquired hereunder), 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.by

Appears in 1 contract

Samples: Asset Purchase Agreement (BMJ Medical Management Inc)

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 execute in the name of the Seller such financing statements, continuation statements, and other documentation as may be necessary or appropriate to evidence, protect, or perfect the Buyer's interest in and with respect to such accounts receivable, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (BMJ Medical Management Inc)

AutoNDA by SimpleDocs

Right of Endorsement, Etc. Effective upon The Sellers hereby constitute and appoint the Closing, the Seller hereby constitutes Buyer and appoints the Buyer, its successors and assigns, assigns the true and lawful attorney-in-fact attorney of the Seller Sellers with full power of substitution, in the name of the Buyer, or the name of the SellerSellers, on behalf of and for the benefit of the Buyer, to collect all accounts and notes receivable and other items being sold, transferred, conveyed and assigned to the Buyer as provided herein, to endorse, without recourse, checks, notes and other instruments received in payment of such accounts receivable constituting the Purchased Assets in the name of the SellerSellers, and to institute and prosecute, in the name of the Seller or otherwise, prosecute all proceedings which the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets (other than the Accounts Receivable)Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets or the Business (other than the Accounts Receivableexcluding any with respect to which Buyer makes a claim for indemnification hereunder) 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 SellerSellers, directly or indirectly, whether by the dissolution of the Seller Sellers or in any manner or for any reason.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aas Capital Corp)

Right of Endorsement, Etc. Effective upon the Closing, the The Seller hereby constitutes and appoints the Buyer, Buyer and its successors and assigns, assigns the true and lawful attorney-in-fact attorney of the Seller with full power of substitution, in the name of the Buyer, or the name of the Seller (in such case only if the Buyer clearly indicates that it is the assignee of the Seller), on behalf of and for the benefit of the Buyer, to collect all accounts and notes receivable and other items being sold, transferred, conveyed and assigned to the Buyer as provided herein, to endorse, without recourse, checks, notes and other instruments received in payment of such accounts receivable constituting the Purchased Assets in the name of the Seller, and to institute and prosecute, in the name of the Seller or otherwise, prosecute all proceedings which the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets (other than the Accounts Receivable)Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets (other than or the Accounts Receivable) Business 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. All costs and expenses incurred by Buyer in the exercise of its rights under this Section 1.8 shall be borne by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aas Capital Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.