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 (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.

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 SellerReceivable, 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 by the Seller into the Medical Group Collections Account (as defined in the Management Services Agreement) its bank account and shall thereafter be transferred by the Seller 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 AgreementBuyer.