Common use of Further Assurances; Attorney in Fact Clause in Contracts

Further Assurances; Attorney in Fact. The Practice agrees that it will join with the Company to execute and, at the Company’s expense, file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents and instruments in such offices as the Company may reasonably deem necessary or appropriate, and wherever required or permitted by Law, in order to perfect and preserve the Company’s security interest in the Collateral, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by Law, and agrees to do such further acts and things (including, without limitation, making any notice filings with state tax or revenue authorities required to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunder. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorney-in-fact, with full authority in the place and stead of the Practice and in the name of the Practice, the Company or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable to accomplish the purpose of carrying out the provisions of the Company’s security interest in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Company.

Appears in 2 contracts

Samples: Management Services Agreement (Oncure Holdings Inc), Management Services Agreement (Interhealth Facility Transport, Inc.)

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Further Assurances; Attorney in Fact. The Practice agrees that it following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage. Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will join with make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the Company to execute andcase may be, at the Company’s expensesuch times and in such offices and places as Lender may deem appropriate, file any and refile under the Uniform Commercial Code all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements statements, instruments of further assurance, certificates, and other documents and instruments as may, in such offices as the Company may reasonably deem sole opinion of Lender, be necessary or appropriate, and wherever required or permitted by Law, desirable in order to perfect and effectuate, complete, perfect, continue, or preserve (a) the Company’s security interest in obligations of Grantor under the CollateralNote, this Mortgage, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by LawRelated Documents, and agrees to do such further acts (b) the liens and things (includingsecurity interests created by this Mortgage as first and prior liens on the Property, without limitation, making any notice filings with state tax whether now owned or revenue authorities required to be made hereafter acquired by account creditors in order to enforce any Receivables) and to execute and deliver Grantor. Unless prohibited by law or agreed to the Company such additional conveyancescontrary by Lender in writing, assignments, agreements Grantor shall reimburse Lender for all costs and instruments as expenses incurred in connection with the Company may reasonably require or deem advisable matters referred to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of in this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunderparagraph. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorneyAttorney-in-fact, with full authority Fact. If Grantor fails to do any of the things referred to in the place and stead of the Practice preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the Practicepurpose of making, the Company or otherwiseexecuting, delivering, filing, recording, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long doing all other things as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable desirable, in Lender's sole opinion, to accomplish the purpose of carrying out the provisions of the Company’s security interest matters referred to in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Companypreceding paragraph.

Appears in 1 contract

Samples: Loan and Security Agreement (Snowdance Inc)

Further Assurances; Attorney in Fact. The Practice (a) Each Pledgor agrees that ------------------------------------ it will join with the Company Administrative Agent to execute and, at the Company’s its own expense, file and refile under the any applicable Uniform Commercial Code such financing statements, continuation statements and other documents and instruments in such offices as the Company Administrative Agent may reasonably deem necessary or appropriate, and wherever required or permitted by Lawlaw, in order to perfect and preserve the Company’s Administrative Agent's security interest in the Collateral, and hereby authorizes the Company Administrative Agent to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice such Pledgor where permitted by Lawlaw, and agrees to do such further acts and things (including, without limitation, making any notice filings with state tax or revenue authorities required to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company Administrative Agent such additional conveyances, assignments, agreements and instruments as the Company Administrative Agent may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company Administrative Agent its rights, powers and remedies hereunder. In addition to the powers set forth in Section 2.4(k), the Practice (b) Each Pledgor hereby irrevocably appoints the Company Administrative Agent its lawful attorney-in-fact, with full authority in the place and stead of the Practice such Pledgor and in the name of the Practicesuch Pledgor, the Company Administrative Agent or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Company’s Administrative Agent's discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company Administrative Agent may deem necessary or advisable to accomplish the purpose of carrying out the provisions of the Company’s security interest in the Receivablesthis Agreement, including, without limitation: (i) to sign the name of the Practice such Pledgor on any financing statement, continuation statement, notice or other similar document that, in the Company’s Administrative Agent's opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice such Pledgor representing any interest interest, income, dividend, distribution or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company Administrative Agent in its sole discretion, any such payments made by the Company Administrative Agent to become Secured Obligations of the Practice Pledgors to the CompanyAdministrative Agent, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Company.;

Appears in 1 contract

Samples: Parent Pledge and Security Agreement (Petersen Holdings LLC)

Further Assurances; Attorney in Fact. The Practice agrees that it following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will join with make, execute axx xxxiver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when xxxxxsted by Lender, cause to be filed, recorded, xxxxxed, or rerecorded, as the Company to execute andcase may be, at the Company’s expensesuch times and in such offices and places as Lender may deem appropriate, file any and refile under the Uniform Commercial Code all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements statements, instruments of further assurance, certificates, and other documents and instruments as may, in such offices as the Company may reasonably deem sole opinion of Lender, be necessary or appropriate, and wherever required or permitted by Law, desirable in order to perfect and effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Company’s security interest in the CollateralNote, this Mortgage, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by LawRelated documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to do such further acts the contraxx xx writing, Grantor shall reimburse Lender for all costs and things (including, without limitation, making any notice filings expenses incurred in connection with state tax or revenue authorities required the matters referred to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunderparagraph. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorneyAttorney-in-fact, with full authority Fact. If Grantor fails to do any of the things referred to in the place and stead of the Practice preceding paragraph. Lender may do so for and in the name of the PracticeGrantor and at Grantor" expense. For such purposes, the Company or otherwiseGrantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact xxx xhe purpose of making, executing, delivering, filing, recording, and with full power of substitution doing all other things as may be necessary or desirable, in Lender's sole opinion, to axxxxxxish the matters referred to in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable to accomplish the purpose of carrying out the provisions of the Company’s security interest in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Companypreceding paragraph.

Appears in 1 contract

Samples: Badger Paper Mills Inc

Further Assurances; Attorney in Fact. The Practice agrees that it following provisions relating to further assurances and attorney--in--fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Xxxxxx, Trustor will join with make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Xxxxxx's designee, and when requested by Xxxxxx, cause to be filed, recorded, refiled, or rerecorded, as the Company to execute andcase may be, at the Company’s expensesuch times and in such offices and places as Lender may deem appropriate, file any and refile under the Uniform Commercial Code all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements statements, instruments of further assurance, certificates, and other documents and instruments as may, in such offices as the Company may reasonably deem sole opinion of Lender, be necessary or appropriate, and wherever required or permitted by Law, desirable in order to perfect and effectuate, complete, perfect, continue, or preserve (1) Trustor's obligations under the Company’s security interest in the CollateralNote, this Deed of Trust, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by LawRelated Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Xxxxxx agrees to do such further acts the contrary in writing, Trustor shall reimburse Lender for all costs and things expenses incurred in DEED OF TRUST Loan No: 53455 (including, without limitation, making any notice filings Continued) Page 5 ================================================================================ connection with state tax or revenue authorities required the matters referred to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunderparagraph. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorneyAttorney-in-fact, with full authority Fact. If Trustor fails to do any of the things referred to in the place and stead of the Practice preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Xxxxxx as Trustor's attorney--in--fact for the Practicepurpose of making, the Company or otherwiseexecuting, delivering, filing, recording, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long doing all other things as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable desirable, in Xxxxxx's sole opinion, to accomplish the purpose of carrying out the provisions of the Company’s security interest matters referred to in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Companypreceding paragraph.

Appears in 1 contract

Samples: Husker Ag Processing LLC

Further Assurances; Attorney in Fact. The Practice agrees that it following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lxxxxx, Granter will join with make, execute and deliver. or will cause to be made. executed or delivered, to Lender or to Lxxxxx’s designee, and when requested by Lxxxxx. cause to be filed, recorded. retiled. or rerecorded. as the Company to execute andcase may be, at the Company’s expensesuch times and in such offices and places as Lender may deem appropriate, file any and refile under the Uniform Commercial Code all such mortgages. deeds of trust, security deeds, security agreements, financing statements, continuation statements statements, instruments of further assurance. certificates, and other documents and instruments as may, in such offices as the Company may reasonably deem sole opinion of Lxxxxx, be necessary or appropriate, and wherever required or permitted by Law, desirable in order to perfect effectuate, complete, perfect, continue. or preserve (1) Grantor’s obligations under the Note, this Deed of Trust, and preserve the CompanyRelated Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior liens on the Property. whether now owned or hereafter acquired by Granter. Unless prohibited by law or Lxxxxx agrees to the contrary in writing, Gxxxxxx shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-in-Fact. If Granter fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Granter and at Gxxxxxx’s expense. For such purposes, Granter hereby irrevocably appoints Lxxxxx as Gxxxxxx’s attorney-in-fact for the purpose of making. executing, delivering, filing, recording,· and doing all other things as may be necessary or desirable, in Lxxxxx’s sole opinion. to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Granter pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Deed of Trust, Lxxxxx shall execute and deliver to Granter a release of this Deed of Trust lien and suitable statements of termination of any financing statement on file evidencing Lxxxxx’s security interest in the Collateral, Rents and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by Law, and agrees to do such further acts and things (including, without limitation, making any notice filings with state tax or revenue authorities required to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunderPersonal Property. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorney-in-fact, with full authority in the place and stead of the Practice and in the name of the Practice, the Company or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, However. it is irrevocable for so long as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments agreed that the Company may deem necessary or advisable to accomplish the purpose of carrying out the provisions of the Company’s security interest in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to all the Practice representing any interest or other amount payable in respect Indebtedness and performance of any such obligations shall not terminate this Deed of Trust unless the Collateral liens and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined interests created hereby are released by the Company in its sole discretion, any such payments made Lender by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary a proper recordable instrument. Any filing fees required by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request law shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default)paid by Granter, the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable if permitted by the Companyapplicable law.

Appears in 1 contract

Samples: Business Loan Agreement (Clearday, Inc.)

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Further Assurances; Attorney in Fact. The Practice agrees that it following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will join with make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the Company to execute andcase may be, at the Company’s expensesuch time and in such offices and places as Lender may deem appropriate, file any and refile under the Uniform Commercial Code all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements statements, instruments of further assurance, certificates, and other documents and instruments as may, in such offices as the Company may reasonably deem sole opinion of Lender, be necessary or appropriate, and wherever required or permitted by Law, desirable in order to perfect and effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Company’s security interest in the CollateralNote, this Mortgage, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by LawRelated Documents, and (2) the liens and security interests created by this Mortgage on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to do such further acts the contrary in writing, Grantor shall reimburse Lender for all costs and things (including, without limitation, making any notice filings expenses incurred in connection with state tax or revenue authorities required the matters referred to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunderparagraph. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorneyAttorney-in-fact, with full authority Fact. If Grantor fails to do any of the things referred to in the place and stead of the Practice preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the Practicepurpose of making, the Company or otherwiseexecuting, delivering, filing, recording, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long doing all other things as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable desirable, in Lender's sole opinion, to accomplish the purpose of carrying out the provisions of the Company’s security interest matters referred to in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Companypreceding paragraph.

Appears in 1 contract

Samples: Acknowledgement and Agreement (Abidon Inc)

Further Assurances; Attorney in Fact. The Practice agrees that it will join with the Company to execute and, at the Company’s expense, file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents and instruments in such offices as the Company may reasonably deem necessary or appropriate, and wherever required or permitted by Law, in order to perfect and preserve the Company’s security interest in the Collateral, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by Law, and agrees to do such further acts and things (including, without limitation, making any notice filings with state tax or revenue authorities required to be made by account creditors in order to enforce any Receivables) and to execute and deliver to the Company such additional conveyances, assignments, agreements and instruments as the Company may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunder. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorney-in-fact, with full authority in the place and stead of the Practice and in the name of the Practice, the Company or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable to accomplish the purpose of carrying out the provisions of the Company’s security interest in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the CompanyPractice.

Appears in 1 contract

Samples: Management Services Agreement (Interhealth Facility Transport, Inc.)

Further Assurances; Attorney in Fact. The Practice agrees that it following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage. Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will join with make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the Company to execute andcase may be, at the Company’s expensesuch times and in such offices and places as Lender may deem appropriate, file any and refile under the Uniform Commercial Code all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements statements, instruments of further assurance, certificates, and other documents and instruments as may, in such offices as the Company may reasonably deem sole opinion of the Lender, be necessary or appropriate, and wherever required or permitted by Law, desirable in order to perfect effectuate, complete, perfect, continue, or preserve (a) the obligations of Grantor and preserve Borrower under the Company’s security interest in the CollateralNote, this Mortgage, and hereby authorizes the Company to file financing statements and amendments thereto relating to all or any part of the Collateral without the signature of the Practice where permitted by LawRelated Documents, and agrees to do such further acts (b) the liens and things (includingsecurity interests created by this Mortgage as first and prior liens on the Property, without limitation, making any notice filings with state tax whether now owned or revenue authorities required to be made hereafter acquired by account creditors in order to enforce any Receivables) and to execute and deliver Grantor. Unless prohibited by law or agreed to the Company such additional conveyancescontrary by Lender in writing, assignments, agreements Grantor shall reimburse Lender for all costs and instruments as expenses incurred in connection with the Company may reasonably require or deem advisable matters referred to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of in this Agreement or to further assure and confirm unto the Company its rights, powers and remedies hereunderparagraph. In addition to the powers set forth in Section 2.4(k), the Practice hereby irrevocably appoints the Company its lawful attorneyAttorney-in-fact, with full authority Fact. If Grantor fails to do any of the things referred to in the place and stead of the Practice preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the Practicepurpose of making, the Company or otherwiseexecuting, delivering, filing, recording, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long doing all other things as this Agreement shall be in effect), from time to time in the Company’s discretion after the occurrence and during the continuance of an Event of Practice Default (except for the actions described in clause (i) below, which may be taken by the Company without regard to whether any such a default has occurred) to take any action and to execute any instruments that the Company may deem necessary or advisable desirable, in Lender's sole opinion, to accomplish the purpose of carrying out the provisions of the Company’s security interest matters referred to in the Receivables, including, without limitation: (i) to sign the name of the Practice on any financing statement, continuation statement, notice or other similar document that, in the Company’s opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Practice representing any interest or other amount payable in respect of any of the Collateral and to give full discharge for the same; (iv) to pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Company in its sole discretion, any such payments made by the Company to become Secured Obligations of the Practice to the Company, due and payable immediately and without demand; (v) to file any claims or take any action or institute any proceedings that the Company may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Company with respect to any of the Collateral; and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Company were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Company’s option and the Practices’ expense, all other acts and things deemed necessary by the Company to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement. If the Practice fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Company (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Practice Default), the Company may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Companypreceding paragraph.

Appears in 1 contract

Samples: Loan and Security Agreement (Snowdance Inc)

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