Power of Attorney Contract Clauses (339)

Power of Attorney. 9.1 Borrower irrevocably appoints Lender, or any person(s) designated by Lender, as its attorney-in-fact, which appointment is coupled with an interest and shall remain in full force and effect until all Obligations of Borrower to Lender have been fully satisfied and discharged, with full power, at Borrowers' sole expense, to exercise at any time in Lender's discretion all or any of the following powers: 9.1.1 Receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or ...Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof; 9.1.2 At any time upon or after the occurrence of an Event of Default, change Borrower's address on all invoices and statements of Account mailed or to be mailed to Borrower's customers and to substitute thereon the designated address; 9.1.3 To the extent received by Lender in the ordinary course administration of the Loan Documents, open all mail addressed to Borrower, or to Borrower's trade name at Lender's address, or any other designated address; 9.1.4 At any time upon or after the occurrence of an Event of Default, take or bring, in the name of Lender or Borrower, all steps, actions, suits, or proceedings deemed by Lender necessary or desirable to effect collection of other realization upon the Collateral; 9.1.5 At any time upon or after the occurrence of an Event of Default, create a "doing business as" entity (a "d/b/a") with a name similar to Borrower and open any deposit accounts under such name; 9.1.6 [Reserved]; 9.1.7 At any time upon or after the occurrence of an Event of Default, change the address for delivery of Borrower's mail to Lender and to receive and open mail addressed to Borrower: 9.1.8 At any time upon or after the occurrence of an Event of Default, endorse and take any action with respect to bills of lading covering any Inventory; 9.1.9 At any time upon or after the occurrence of an Event of Default, prepare and deliver invoices to Borrower's customers, in the name of Lender or Borrower; 9.1.10 At any time upon or after the occurrence of an Event of Default, execute, file and serve, in its own name or in the name of Borrower, mechanics lien or similar notices, or claims under any payment or performance bond for the benefit of Borrower; and 14 9.1.11 In the event Borrower shall fail to pay the same within five days of demand therefor, and at any time upon or after the occurrence of an Event of Default, pay any sums necessary to discharge any lien or encumbrance which is senior to Lender's security interest in the Collateral, which sums shall be included as Obligations hereunder, and which sums shall accrue interest at the Default Rate until paid in full. 9.2 No Consequential Damages. No claim may be made by any Obligor against Lender for any special, indirect, consequential, or punitive damages in respect of any claim for breach of contract or other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Loan Document or any related act, omission, or event, and Borrower agrees not to sue upon any claim for such damages, whether or not accrued and whether or not known or suspected to exist in its favor. In no event shall Lender have any liability to Borrower for lost profits or other special or consequential damages. View More

Power of Attorney. 8.2 No person is entitled or authorised in any capacity to bind or commit the Company to any obligation outside the ordinary course of the Business. Page 31 9. Disputes and investigations 9.1 Neither the Company, nor any of its Directors, nor any other person for whose acts the Company may be vicariously liable, is engaged or involved in, or otherwise subject to any of the following matters (such matters being referred to in this paragraph 9 as Proceedings): (a) any litigation or administrative,... mediation, arbitration or other proceedings, or any claims, actions or hearings before any court, tribunal or any governmental, regulatory or similar body, or any department, board or agency (except for debt collection in the normal course of business); or (b) any dispute with, or any investigation, inquiry or enforcement proceedings by, any governmental, regulatory or similar body or agency in any jurisdiction. 9.2 No Proceedings have been threatened or are pending by or against the Company, any Director or any other person whose acts the Company may be vicariously liable, and so far as the Seller is aware there are no circumstances likely to give rise to any such Proceedings. 9.3 The Company: (a) Is not affected by any subsisting or pending judgment, order or other decision or ruling of a court, tribunal or arbitrator, or of any governmental, regulatory or similar body or agency in any jurisdiction; or (b) Has not given to any court, tribunal or arbitrator, or any governmental, regulatory or similar body or agency in any jurisdiction, or to any other third party a subsisting undertaking arising out of, or in connection with, any Proceedings. 10.2 No proceedings have been started, are pending or have been threatened against the Company: (a) in which it is claimed that any product sold by the Company is defective, not appropriate for its intended use; or (b) in respect of any services supplied by the Company. 10.3 There are no disputes between the Company and any of their respective customers, clients or any other third parties in connection with any products or services, sold or supplied by the Company. View More

Power of Attorney. The Company hereby revokes any and all powers of attorney the Company may have granted the Executive during the Executive's employment with the Company.

Power of Attorney. The Borrower irrevocably designates, makes, constitutes and appoints the Lender, and all persons designated by the Lender, as the Borrower's true and lawful attorney and agent-in-fact (such power of attorney and agency being coupled with an interest and therefore irrevocable until all of the Borrower's obligations to the Lender have been satisfied), and the Lender, and any persons designated by the Lender, may, at any time, (a) receive payments relating to the Collateral in the Borrower's name a...nd endorse the Borrower's name on any checks, notes, acceptances, drafts, money orders or any other evidence of payment or proceeds of any Collateral which come into the possession of the Lender or its agents or under the Lender's or its agents' control, and (b) at any time an Event of Default exists, (i) to the extent the Collateral consists of Accounts Receivable, enforce payment of the accounts by legal proceedings or otherwise and generally exercise all of the Borrower's rights and remedies with respect to the collection of the accounts, (ii) settle, adjust, compromise, discharge or release any accounts or other Collateral or any legal proceedings brought to collect any of the accounts or other Collateral, (iii) sell or otherwise transfer any Collateral upon such terms, for such amounts and at such time or times as the Lender deems advisable, (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral, (v) prepare, file and sign the Borrower's name to a proof of claim in bankruptcy or similar document against any account debtor, (vi) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to accounts and any other Collateral and to which the Borrower has access, and (vii) do all other acts and things necessary, in the Lender's determination, to fulfill the Borrower's obligations under this Agreement and the Related Agreements. View More

Power of Attorney. Without limiting the above, Seller does hereby constitute and appoint Buyer, its successors and assigns, as Seller's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for it and in its name, place and stead, but on behalf of and for the benefit of Buyer, its successors and assigns: a. to demand and receive from time to time any and all Assigned Assets conveyed, transferred and assigned to Buyer pursuant to this Agreement, and to give receipts and releases for ...and in respect of the same and any part thereof; b. from time to time to institute and prosecute in its name or otherwise, but at the direction and expense and for the benefit of Buyer and its successors and assigns, any and all proceedings at law, in equity or otherwise, which Buyer, its successors or assigns may deem proper in order to collect, assert or enforce any claim, right or title of any kind in and to the Assigned Assets transferred and assigned to Buyer pursuant to this Agreement, and to defend and compromise any and all actions, suits and proceedings in respect of any of said property, assets and business and to do any and all such acts and things in relation thereto as Buyer, its successors or assigns shall deem advisable; and -2- c. to do all other things legally permissible or reasonably deemed by Buyer to be required to recover the assets conveyed by Seller, hereby declaring that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable by Seller in any manner or for any reason. View More

Power of Attorney. There are no outstanding powers of attorney executed on behalf of the Company or any Subsidiary. C. Representations and Warranties of Investor. Investor hereby represents and warrants to Company as of the Closing as follows: 1. Organization; Authority. Investor is an entity validly existing and in good standing under the laws of the jurisdiction of its organization with full right, company power and authority to enter into and to consummate the transactions contemplated by the Transaction Docume...nts and otherwise to carry out its obligations thereunder. The execution, delivery and performance by Investor of the transactions contemplated by this Agreement have been duly authorized by all necessary company or similar action on the part of Investor. Each Transaction Document to which it is a party has been, or will be, duly executed by Investor, and when delivered by Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of Investor, enforceable against it in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) insofar as indemnification and contribution provisions may be limited by applicable law. View More

Power of Attorney. The Pledgor hereby authorizes and empowers the Administrative Agent, on behalf of the Lenders, to make, constitute and appoint any officer or agent of the Administrative Agent as the Administrative Agent may select, in its exclusive discretion, as the Pledgor's true and lawful attorney-in-fact, with the power to endorse the Pledgor's name on all applications, documents, papers and instruments necessary for the Administrative Agent to take actions with respect to the Collateral after the occurren...ce of an Event of Default, including, without limitation, actions necessary for the Administrative Agent to assign, pledge, convey or otherwise transfer title in or dispose of the Collateral to any Person or Persons. The Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the life of this Agreement. View More

Power of Attorney. The Employee, by execution of this Agreement, does hereby appoint the Company as the Employee's attorney-in-fact for the limited purposes of executing any documents or instruments necessary in conjunction with the shares of Common Stock issued to the Employee pursuant to the Stock Award while such shares are subject to the restrictions provided by this Agreement. The employee understands and acknowledges that the shares of Common Stock issued to the Employee pursuant to the Stock Award may be su...bject to adjustment or substitution, as determined by the Company or the Company's Compensation Committee, as to the number, price or kind of a share of stock or other consideration subject to such awards or as otherwise determined by the Company or the Company's Compensation Committee to be equitable in the event of changes in the outstanding stock or in the capital structure of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such award. View More

Power of Attorney. If any Event of Default shall have occurred and be continuing, each Assignor does hereby make, constitute and appoint the Lender (and any officer or agent of the Lender as it may select in its exclusive discretion) as such Assignor's true and lawful attorney-in-fact, with full power of substitution and with the power to endorse such Assignor's name on all applications, documents, papers and instruments necessary for the Lender to use the Pledged Trademarks, or to grant or issue any exclusive or ...non-exclusive license of any of the Pledged Trademarks to any third person, or to take any and all actions necessary for the Lender to assign, pledge, convey or otherwise transfer title in or dispose of any of the Pledged Trademarks or any interest of such Assignor therein to any third person, and, in general, to execute and deliver any instruments or documents and do all other acts that such Assignor is obligated to execute and do hereunder. Each Assignor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof and releases the Lender from any claims, liabilities, causes of action or demands arising out of or in connection with any action taken or omitted to be taken by the Lender under this power of attorney (except for the Lender's gross negligence or willful misconduct). This power of attorney is coupled with an interest and shall be irrevocable for the duration of this Agreement. View More

Power of Attorney. Pledgor hereby authorizes and empowers Lender to make, constitute and appoint any officer or agent of Lender as Lender may select, in its exclusive discretion, as Pledgor's true and lawful attorney-in-fact, with the power to endorse Pledgor's name on all applications, documents, papers and instruments necessary for Lender to take actions with respect to the Collateral after the occurrence of an Event of Default, including, without limitation, actions necessary for Lender to assign, pledge, conve...y or otherwise transfer title in or dispose of the Collateral to any Person or Persons. Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the life of this Agreement. View More