Power of Attorney Clause Example with 15 Variations from Business Contracts
This page contains Power of Attorney clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Power of Attorney. 12.1. Appointment and Powers of Secured Party. The Company hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company or in the Secured Party's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments th...at may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, without notice to or assent by the Company, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Company's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company might do, including (i) upon written notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Company's authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Company's name such financing statements and amendments thereto and continuation statements which may require the Company's signature. 12.2. Ratification by Company. To the extent permitted by law, the Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect the interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company for any act or failure to act, except for the Secured Party's own gross negligence or willful misconduct.View More
Variations of a "Power of Attorney" Clause from Business Contracts
Power of Attorney. 12.1. 14.1 Appointment and Powers of Secured Party. Bank. The Company Borrower hereby irrevocably constitutes and appoints the Secured Party Bank and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company Borrower or in the Secured Party's Bank's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute... any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Borrower, without notice to or assent by the Company, Borrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, pledge make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Bank were the absolute owner thereof for all purposes, and to do, do at the Company's Borrower's expense, at any time, or from time to time, all acts and things which the Secured Party Bank deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Bank's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Company Borrower might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, Borrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Bank so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (ii) (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Company's authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Company's name such financing statements and amendments thereto and continuation statements which may require the Company's signature. 12.2. Collateral. 8 14.2 Ratification by Company. Borrower. To the extent permitted by law, the Company Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is shall be irrevocable. 12.3. 14.3 No Duty on Secured Party. Bank. The powers power conferred on the Secured Party Bank hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Bank shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Borrower for any act or failure to act, except for the Secured Party's Bank's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. 14.01 Appointment and Powers of Secured Party. The Company Lender. Borrower hereby irrevocably constitutes and appoints the Secured Party Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company Borrower or in the Secured Party's Lender's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to ...8 execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without Agreement; provided, however, the Lender will not exercise any of the aforementioned rights unless a Default has occurred and is continuing. Without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Borrower, without notice to or assent by the Company, Borrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Lender were the absolute owner thereof for all purposes, and to do, do at the Company's Borrower's expense, at any time, or from time to time, all acts and things which the Secured Party Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Lender's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Company Borrower might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, Borrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (ii) (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Company's Borrower's authorization given in §3 Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Lender may deem appropriate and to execute and/or file in the Company's Borrower's name such financing statements and amendments thereto and continuation statements which may require the Company's Borrower's signature. 12.2. 14.02 Ratification by Company. Borrower. To the extent permitted by law, the Company Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. of this Agreement. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. 14.03 No Duty on Secured Party. Lender. The powers conferred on the Secured Party Lender hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall do not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party shall Lender will be accountable only for the amounts that it actually receives as a result of the exercise of such powers, powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Borrower for any act or failure to act, except for the Secured Party's Lender's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. 14.1. Appointment and Powers of Secured Party. Agent. The Company Guarantor hereby irrevocably constitutes and appoints the Secured Party Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact attorney-in-fact with full irrevocable power and authority in the place and stead of the Company Guarantor or in the Secured Party's Agent's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriat...e action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Guarantor, without notice to or assent by the Company, Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Agent were the absolute owner thereof for all purposes, and to do, at the Company's Guarantor's expense, at any time, or from time to time, all acts and things which the Secured Party Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Agent's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company Guarantor might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and 8 (b) to the extent that the Company's Guarantor's authorization given in §3 Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's Guarantor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Agent may deem appropriate and to execute in the Company's Guarantor's name such financing statements and amendments thereto and continuation statements which may require the Company's Guarantor's signature. 12.2. 14.2. Ratification by Company. Guarantor. To the extent permitted by law, the Company Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. 14.3. No Duty on Secured Party. Agent. The powers conferred on the Secured Party Agent hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Guarantor for any act or failure to act, except for the Secured Party's Agent's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. 14.1. Appointment and Powers of Secured Party. Agent. The Company Guarantor hereby irrevocably constitutes and appoints the Secured Party Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact attorney-in-fact with full irrevocable power and authority in the place and stead of the Company Guarantor or in the Secured Party's Agent's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriat...e action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Guarantor, without notice to or assent by the Company, Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Agent were the absolute owner thereof for all purposes, and to do, at the Company's Guarantor's expense, at any time, or from time to time, all acts and things which the Secured Party Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Agent's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company Guarantor might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Company's Guarantor's authorization given in §3 Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's Guarantor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Agent may deem appropriate and to execute in the Company's Guarantor's name such financing statements and amendments thereto and continuation statements which may require the Company's Guarantor's signature. 12.2. 8 14.2. Ratification by Company. Guarantor. To the extent permitted by law, the Company Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. 14.3. No Duty on Secured Party. Agent. The powers conferred on the Secured Party Agent hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Guarantor for any act or failure to act, except for the Secured Party's Agent's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. 14.1. Appointment and Powers of Secured Party. Agent. The Company Guarantor hereby irrevocably constitutes and appoints the Secured Party Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact attorney-in-fact with full irrevocable power and authority in the place and stead of the Company Guarantor or in the Secured Party's Agent's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriat...e action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Guarantor, without notice to or assent by the Company, Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Agent were the absolute owner thereof for all purposes, and to do, at the Company's Guarantor's expense, at any time, or from time to time, all acts and things which the Secured Party Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Agent's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company Guarantor might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and 10 (b) to the extent that the Company's Guarantor's authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's Guarantor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Agent may deem appropriate and to execute in the Company's Guarantor's name such financing statements and amendments thereto and continuation statements which may require the Company's Guarantor's signature. 12.2. 14.2. Ratification by Company. Guarantor. To the extent permitted by law, the Company Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. 14.3. No Duty on Secured Party. Agent. The powers conferred on the Secured Party Agent hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Guarantor for any act or failure to act, except for the Secured Party's Agent's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. 14.1. Appointment and Powers of Secured Party. Agent. The Company Borrower hereby irrevocably constitutes and appoints the Secured Party Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact attorney-in-fact with full irrevocable power and authority in the place and stead of the Company Borrower or in the Secured Party's Agent's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate ...action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Borrower, without notice to or assent by the Company, Borrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Agent were the absolute owner thereof for all purposes, and to do, at the Company's Borrower's expense, at any time, or from time to time, all acts and things which the Secured Party Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Agent's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company Borrower might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, Borrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and 10 (b) to the extent that the Company's Borrower's authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Agent may deem appropriate and to execute in the Company's Borrower's name such financing statements and amendments thereto and continuation statements which may require the Company's Borrower's signature. 12.2. 14.2. Ratification by Company. Borrower. To the extent permitted by law, the Company Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. 14.3. No Duty on Secured Party. Agent. The powers conferred on the Secured Party Agent hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Borrower for any act or failure to act, except for the Secured Party's Agent's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. 14.1. Appointment and Powers of Secured Party. Agent. The Company Borrower hereby irrevocably constitutes and appoints the Secured Party Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact attorney-in-fact with full irrevocable power and authority in the place and stead of the Company Borrower or in the Secured Party's Agent's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate ...action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Borrower, without notice to or assent by the Company, Borrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Agent were the absolute owner thereof for all purposes, and to do, at the Company's Borrower's expense, at any time, or from time to time, all acts and things which the Secured Party Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Agent's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company Borrower might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company, Borrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and 8 (b) to the extent that the Company's Borrower's authorization given in §3 Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Agent may deem appropriate and to execute in the Company's Borrower's name such financing statements and amendments thereto and continuation statements which may require the Company's Borrower's signature. 12.2. 14.2. Ratification by Company. Borrower. To the extent permitted by law, the Company Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. 14.3. No Duty on Secured Party. Agent. The powers conferred on the Secured Party Agent hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Borrower for any act or failure to act, except for the Secured Party's Agent's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. (a) Appointment and Powers of Secured Party. Lender. The Company Grantor hereby irrevocably constitutes and appoints the Secured Party Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company Grantor or in the Secured Party's Lender's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to exec...ute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Grantor, without notice to or assent by the Company, Grantor, to do the following: (a) (i) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code UCC of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, State, and to do, at the Company's Grantor's expense, at any time, or from time to time, all acts and things which the Secured Party Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's Lender's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company Grantor might do, including (i) including, without limitation, (A) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (B) upon written notice to the Company, Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) (C) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) 7 (ii) to the extent that the Company's Grantor's authorization given in §3 Section 1 above is not sufficient, to file such financing statements with respect hereto, with or without the Company's Grantor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Lender may deem appropriate and to execute in the Company's Grantor's name such financing statements and amendments thereto and continuation statements which may require the Company's Grantor's signature. 12.2. (b) Ratification by Company. Grantor. To the extent permitted by law, the Company Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. (c) No Duty on Secured Party. Lender. The powers conferred on the Secured Party Lender hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Lender shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Grantor for any act or failure to act, except for the Secured Party's Lender's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. Appointment and Powers 14.1. APPOINTMENT AND POWERS OF LENDER. During the continuance of Secured Party. The an Event of Default, the Company hereby irrevocably constitutes and appoints the Secured Party Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact attorney-in-fact with full irrevocable power and authority in the place and stead of the Company or in the Secured Party's Lender's own name, for the purpose of carrying out th...e terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, without notice to or assent by the Company, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party Lender were the absolute owner thereof for all purposes, and to do, do at the Company's expense, at any time, or from time to time, all acts and things which the Secured Party Lender deems necessary or useful advisable to protect, preserve or realize upon the Collateral and the Secured Party's Lender's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Company might do, including including, without limitation, (i) to receive, open and dispose of all mail addressed to the Company and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest, (ii) to notify Post Office authorities to change the address for delivery of mail addressed to the Company to such address as the Lender shall designate, (iii) to file and prosecute registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iv) upon written notice to the Company, the to exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (ii) the execution, delivery (v) to execute, deliver and recording, record, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Company's authorization given in §3 Section 3 is not sufficient, to file such financing statements and/or motor vehicle security documents with respect hereto, with or without the Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Lender may deem appropriate and to execute in the Company's name such financing statements, continuation statements and motor vehicle security documents and amendments thereto and continuation statements which may require the Company's signature. 12.2. Ratification by Company. 14.2. RATIFICATION BY COMPANY. To the extent permitted by law, the Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is shall be irrevocable. 12.3. No Duty on Secured Party. 6 14.3. NO DUTY ON LENDER. The powers conferred on the Secured Party Lender hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party Lender shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company for any act or failure to act, except for the Secured Party's Lender's own gross negligence or willful misconduct. View More
Power of Attorney. 12.1. 14.1. Appointment and Powers of Secured Party. The Company Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company Debtor or in the Secured Party's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all document...s and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, Debtor, without notice to or assent by the Company, Debtor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and applicable federal, state and local grain code provisions and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Company's Debtor's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's security interest therein, in order to effect the intent of this Agreement, all no less at least as fully and effectively as the Company Debtor might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) the filing and prosecuting of appropriate federal, state, or local claims against grain insurance funds, bonds, indemnities or similar funds with the appropriate federal, state or local agencies or authorities with jurisdiction over such claims, (iii) upon written notice to the Company, Debtor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities securities, and (ii) (iv) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Company's Debtor's authorization given in §3 Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Company's Debtor's name such financing statements and amendments thereto and continuation statements which may require the Company's Debtor's signature. 12.2. 14.2. Ratification by Company. Debtor. To the extent permitted by law, the Company Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 12.3. 14.3. No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect the its interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party it to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company Debtor for any act or failure to act, except for the Secured Party's own gross negligence or willful misconduct. View More
