Appointment as Attorney. In‑Fact. The Borrower hereby irrevocably constitutes and appoints the Agent as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the Agent. The rights and powers granted the Agent by this appointment include but are not limited to the right and power to:
Appointment as Attorney. In-Fact and Proxy Effective upon Purchaser's payment for the Units Transferred hereby, and subject to "THE TENDER OFFER -- Withdrawal Rights" section in the Offer to Purchase and Consent Solicitation Statement, I hereby irrevocably constitute and appoint Purchaser and its designees as my true and lawful attorneys-in-fact and proxies with respect to the Units (and with respect to any and all other Units or other securities issued or issuable in respect of such Unit on or after Purchaser's Offer Date), each with full power of substitution, to the full extent of my rights (such power of attorney and proxy being deemed to be an irrevocable durable power coupled with an interest and being unaffected by my disability, incapacity, dissolution, termination or bankruptcy), to (i) seek to transfer ownership of such Units on the Partnership's books to Purchaser (and to execute and to deliver any accompanying evidences of transfer and authenticity which Purchaser, the Partnership or the General Partner may deem necessary or appropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under a "Transferor's (Seller's) Application for Transfer" created by the NASD, if required); (ii) become a substituted Limited Partner; (iii) receive any and all Distributions made or declared by the Partnership after the Offer Date; (iv) receive all benefits and otherwise exercise all rights of beneficial ownership of such Units in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement; (v) execute and deliver to the Partnership and/or the General Partner (as the case may be) any notice required by section 6050K of the Internal Revenue Code of 1986, as amended, or any successor provision, and a change of address form instructing the Partnership to send any and all future Distributions to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement in respect of tendered Units to the address specified in such form; (vi) endorse any check payable to me or upon my order representing a distribution to which Purchaser is entitled pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, in each case on my behalf, in favor of Purchaser or any other payee Purchaser otherwise designates; (vii) exercise all of my voting and other rights as any such attorney-in-fact in its sole discretion may deem proper at any meeting of Unitholders ...
Appointment as Attorney in-Fact. In furtherance of the foregoing, the Company hereby designates and appoints Cox as its agent and attorney-in-fact, and authorizes it to take any and all actions necessary to fulfill its obligations pursuant to Section 8.2.2.
Appointment as Attorney. The Borrower hereby irrevocably appoints the Creditor and any director, agent or employee of the Creditor jointly and each of them severally as attorney of the Borrower to do all things as the Creditor may consider to be necessary or desirable in order to fully protect its legitimate interests under this Agreement (to the maximum extent permitted by law) including, without limitation, to make, settle, query, compromise or finalise an insurance claim in relation to the Collateral.. The Borrower ratifies and confirms (and agrees to ratify and confirm) any actions which may be taken by such attorney. To the maximum extent permitted by law, the Borrower indemnifies the Creditor against any claims, demands, charges, monies or losses it may suffer by reason of or in consequence of exercising it rights pursuant to this clause 20 (other than due to the fraud or gross negligence of the Creditor or its director, agent or employee).
Appointment as Attorney. 33.1 You and the Guarantor (if any) each irrevocably appoint us and each of our directors and managers for the time being, severally to be the attorney of you to do all such things as we may consider in our sole discretion to be necessary or desirable in order to protect fully our legitimate interests under the Agreement (to the maximum extent permitted by law) including (for the avoidance of doubt) anything necessary to protect, secure or enforce any security granted to us under this Agreement, including any document required under clause 5.1(a).
Appointment as Attorney. In-Fact. The Borrower hereby irrevocably constitutes and appoints the Lender as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the Lender. The rights and powers granted the Lender by this appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the Borrower’s mail is to be sent to such address as the Lender shall designate; receive and open the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Borrower, or other legal representative of the Borrower whom the Lender determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower. (g) Use, license or transfer any or all General Intangibles of the Borrower. 9-2.
Appointment as Attorney. In connection and in accordance with a completion of a sale transaction under the procedures of this Section 9.2, and for the purpose of enforcing Section 9.2, each Shareholder hereby appoints the Initiating Shareholder and each Participating Shareholder as its attorney, with full power of substitution, in the name and on behalf of each Shareholder to (i) accept the Initial Offer and (ii) execute and deliver all documents and instruments and take all steps, in each case to give effect to such acceptance, to establish a binding contract of purchase and sale between each Shareholder and the Third Party Offeror with respect to all of the Ordinary Shares owned by the Shareholders, to complete the purchase and sale contemplated thereunder, and otherwise effect or permit completion of the Liquidity Event. Such appointment, being coupled with an interest, is irrevocable by each Shareholder and shall not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of the existence of each Shareholder. Each Shareholder agrees that it shall perform all obligations of such Shareholder under the agreement resulting from acceptance of the Initial Offer in accordance with its terms and shall ratify and confirm all acts that the Initiating Shareholder or any Participating Shareholder may do or cause to be done pursuant to the foregoing provided it is consistent with the Initiating Shareholder’s or any Participating Shareholder’s rights pursuant to this Agreement. Each Shareholder consents to any transfer of Shares made pursuant to the foregoing. The power of attorney granted in this Section 9.2.10, is not intended to be a continuing power of attorney. The execution of this Agreement shall not terminate any continuing power of attorney granted by any Shareholder previously and shall not be terminated by the execution by that Shareholder in the future of a continuing power of attorney, and each Shareholder xxxxxx agrees not to take any action in the future which would result in the termination of this power of attorney.
Appointment as Attorney in-Fact. Borrower hereby irrevocably designates, makes, constitutes and appoints the Bank as Borrower's true and lawful attorney-in-fact, which appointment is coupled with an interest, and authorizes and empowers the Bank, in Borrower's or the Bank's name, upon the happening or occurrence and during the continuation of an Event of Default hereunder, at such time or times thereafter as the Bank may determine: (i) to lease, collect, transfer, store, or dispose of the Collateral and collect all proceeds thereof and direct obligors thereon to make payment thereon directly to the Bank; (ii) to exercise all of Borrower's rights and remedies with respect to the Collateral; (iii) to sign any bill of sale, or other instrument xx transfer on the account of the Collateral upon such terms, for such amount, and at such time or times as the Bank deems advisable; (iv) to settle, adjust or compromise any claims or legal proceedings with respect to the Collateral ; (v) to discharge or release any party liable with respect to the Collateral; (vi) to prepare, file and sign Borrower's name on and to any bankruptcy proof of claim form or other similar document on account of the Collateral; (vii) to prepare, file, sign or release in Borrower's name any notice of lien, claim or mechanic's lien, assignment or satisfaction or lien, or mechanic's lien or similar document in connection with the Collateral; and (viii) to take control in any commercially reasonable manner of any Collateral.
Appointment as Attorney. 8.1. In the event any or all of the LIMO parties is unable or unwilling to execute any document required to be executed to give effect to the reinstatement, the regularisation or the deed obligation, they hereby irrevocably appoint Aurum as their enduring attorney strictly limited to being empowered to do any act or sign anything that the relevant LIMO party would have been able to lawfully do or sign to aid, assist or finalise the reinstatement, the regularisation or the deed obligation in accordance with the provisions of this deed.
Appointment as Attorney. The Chargor, in accordance with Article 5(2)(a) of the Powers of Attorney (Jersey) Law, 1995, hereby irrevocably appoints the Security Trustee and every delegate or sub-delegate appointed pursuant to Paragraph 2.1 separately to be its attorney on its behalf, in its name and as its act or deed:
