Appointment of General Partner. Each Partner, by becoming a Partner, makes, constitutes and appoints the General Partner as its true and lawful attorney-in-fact, in its name, place and stead, with full power to do any of the following:
(a) Execute on its behalf, file and record this Agreement and all amendments to this Agreement made and otherwise approved in accordance with Section 10.3 or otherwise made in accordance with the terms of this Agreement;
(b) Prepare, execute on its behalf, verify, file and record amendments to this Agreement made in accordance with the terms of this Agreement or to the books and records of the Company reflecting (i) a change of the name or location of the principal place of business of the Company, (ii) a change of the name or address of any Partner, (iii) the addition of Partners, (iv) the disposal by a Partner of its Interests in any manner, (v) a Person becoming or ceasing to be a Partner of the Company, (vi) the exercise by any Person of any right or rights hereunder, (vii) the correction of typographical or similar errors, (viii) any amendments made in accordance with Section 10.3, and (ix) any amendment and restatement of this Agreement reflecting such amendments;
(c) Prepare, execute on its behalf and record any amendments to the Certificate that the Investment Manager may deem advisable or necessary;
(d) Prepare, execute on its behalf, file and record any other agreements, certificates, instruments and other documents required to continue the Company, to admit Substituted Partners, to liquidate and dissolve the Company in accordance with Section 16, to comply with applicable law, and to carry out the purposes of clauses (a) and (b) above, to the extent consistent with this Agreement; and
(e) Take any further action that the General Partner shall consider advisable in connection with the exercise of the authority granted in this Section 12.1.
Appointment of General Partner. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner and any Liquidating Trustee as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file the following documents, to the extent consistent with the other provisions of this Agreement:
(a) This Agreement, and, to the extent required by law, the Certificate of Limited Partnership;
(b) Any fictitious or assumed-name certificates required to be filed on behalf of the Partnership;
(c) Any application or registration to do business in any State other than, or in addition to, the State of Delaware;
(d) Deeds, notes, mortgages, pledges, security instruments of any kind and nature, leases, and such other instruments as may be necessary to carry on the business of the Partnership; provided that no such instrument shall increase the personal liability of the Limited Partners;
(e) All certificates and other instruments that the General Partner deems appropriate or necessary to form and qualify, or continue the qualification of, the Partnership as a limited partnership in the State of Delaware and all jurisdictions in which the Partnership may intend to conduct businesses or own property;
(f) Any duly adopted amendment to or restatement of this Agreement or the Certificate of Limited Partnership;
(g) All conveyances and other instruments or documents that the General Partner deems appropriate or necessary to effect or reflect the dissolution, liquidation and termination of the Partnership pursuant to the terms of this Agreement (including a certificate of cancellation);
(h) Any and all financing statements, continuation statements, mortgages Or other documents necessary to grant to or perfect for secured creditors of the Partnership, including the General Partner and its Affiliates, a security interest, mortgage, pledge or lien on all or any of the assets of the Partnership; and
(i) All other instruments as the attorneys-in-fact or any of them may deem necessary or advisable to carry out fully the provisions of this Agreement in accordance with its terms.
Appointment of General Partner. The Limited Partner hereby irrevocably constitutes and appoints the General Partner and any Liquidating Trustee as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file the following documents, to the extent consistent with the other provisions of this Agreement:
(a) This Agreement, and, to the extent required by law, the Certificate of Limited Partnership;
(b) Any fictitious or assumed-name certificates required to be filed on behalf of the Partnership;
(c) Any application or registration to do business in any State other than, or in addition to, the State of Delaware;
(d) Deeds, notes, mortgages, pledges, security instruments of any kind and nature, leases, and such other instruments as may be necessary to carry on the business of the Partnership; provided that no such instrument shall increase the personal liability of the Limited Partners;
(e) All certificates and other instruments that the General Partner deems appropriate or necessary to form and qualify, or continue the qualification of, the Partnership as a limited partnership in the State of Delaware and all jurisdictions in which the Partnership may intend to conduct business or own property;
(f) Any duly adopted amendment to or restatement of this Agreement or the Certificate of Limited Partnership;
(g) All conveyances and other instruments or documents that the General Partner deems appropriate or necessary to effect or reflect the dissolution, liquidation and termination of the Partnership pursuant to the terms of this Agreement (including a certificate of cancellation);
(h) Any and all financing statements, continuation statements, mortgages or other documents necessary to grant to or perfect for secured creditors of the Partnership, including the General Partner and its Affiliates, a security interest, mortgage, pledge or lien on all or any of the assets of the Partnership; and
(i) All other instruments as the attorneys-in-fact or any of them may deem necessary or advisable to carry out fully the provisions of this Agreement in accordance with its terms.
Appointment of General Partner. The Limited Partners hereby constitutes and appoints the General Partner, the true and lawful attorney for the undersigned to act in their behalf as provided for hereinabove, and to make, execute, sign, acknowledge, and file Certificates of Limited Partnership or amendments thereto, and, upon termination of the Partnership, Certificates of Dissolution as required under the laws of the State of Florida, and to include therein all information required by the laws of the State of Florida, and also make, execute, sign, acknowledge, and file such other instruments as may be required under the laws of the State of Florida, and the General Partner undertakes to perform all such acts necessary and desirable for the protection of the Limited Partners.
Appointment of General Partner. Each Limited Partner, by his or its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as his or its true and lawful attorney-in-fact, with power and authority in his or its name, place and stead, to make, execute, sign, acknowledge and file on behalf of him or it and on behalf of the Limited Partnership:
a. This Agreement and any Amended Certificate of Limited Partnership as may be required or permitted pursuant to the provisions of this Agreement or by law;
b. All papers which may be deemed necessary or desirable by the General Partner to effect the termination of the Limited Partnership after its dissolution as provided in this Agreement; and
c. All such other instruments, documents and certificates which may from time to time be required or permitted by the laws of any state, the United States of America, or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid and subsisting existence, rights and property of the Limited Partnership as a limited partnership and its power to carry out its purposes as set forth in this Agreement.
Appointment of General Partner. AS ATTORNEY FOR LIMITED PARTNERS The Limited Partner makes, constitutes and appoints the General Partner its true and lawful attorney-in-fact, in its name, place and stead, with full power to do any of the following:
(a) File and record this Agreement and all amendments to this Agreement made in accordance with this Agreement;
(b) Prepare, execute on its behalf, verify, file and record amendments to this Agreement;
(c) Prepare, execute on its behalf, file and record a Certificate of Limited Partnership and all amendments that the General Partner may deem advisable, including amendments to reflect the changes identified in clause (b) above;
(d) Prepare, execute on its behalf, file and record any other agreements, certificates, instruments and other documents required to continue the Partnership, to admit Substituted Limited Partner, to liquidate and dissolve the Partnership, to comply with applicable law, and to carry out the purposes of clauses (a) and (b) above, to the extent consistent with this Agreement;
(e) Take any further action that the General Partner shall consider advisable in connection with the exercise of the authority pursuant to this Section.
Appointment of General Partner. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner (and each General Partner, if there shall be more than one) as such Limited Partner’s true and lawful attorney-in-fact, in its name, place and stead, to make, execute, acknowledge and file the following documents, to the extent consistent with the other provisions of this Agreement:
Appointment of General Partner. Each Limited Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution and resubstitution, its true and lawful attorney for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, file and record all instruments amending, restating or canceling the Certificate, as the same may hereafter be amended or restated, that may be appropriate, and to sign, execute, certify, acknowledge, file and record such other agreement, instruments or documents as may be necessary or advisable (a) to reflect the exercise by the General Partner of any of the powers granted to it under this Agreement, including without limitation the admission of a Substitute Limited Partner or an Additional Limited Partner in accordance with the Agreement; or (b) which may be required of the Partnership or of the Partners by the laws of Delaware or any other jurisdiction. Each Limited Partner authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as such Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
Appointment of General Partner. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner and any Liquidating Trustee as its true and lawful attorney-in-fact, in its name, place, and stead, to make, execute, acknowledge, and file the following documents, to the extent consistent with the other provisions of this Agreement:
(a) This Agreement, and, to the extent required by law, the Certificate of Limited Partnership;
(b) Any fictitious or assumed-name certificates required to be filed on behalf of the Partnership;
(c) Any application or registration to do business in any State other than, or in addition to, the State of Delaware;
(d) Deeds, notes, mortgages, pledges, security instruments of any kind and nature, leases, and such other instruments as may be necessary to carry on the business of the Partnership; provided that no such instrument shall increase the personal liability of the Limited Partners;
Appointment of General Partner. Each Limited Partner, by the execution of this Agreement, hereby irrevocably constitutes and appoints the General Partner, as his or her true and lawful -attorney-in-fact, with full power and authority in his or her name, place and stead to execute, acknowledge, deliver, swear to, file and record at xxx appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including, but not limited to:
(a) All fictitious or assumed name certificates and all documents relating to the qualification of the Partnership to do business in Florida, required or permitted to be filed on behalf of the Partnership;
(b) All documents required in connection with any Partnership transaction entered into consistent with this Agreement;
(c) All instruments which may be required or permitted by law to be filed on behalf of the Partnership and which are not inconsistent with this Agreement;
(d) All amendments to the Agreement which (i) are of a technical nature, (ii) do not adversely affect the rights of the Partners hereunder, and (iii) may be required to be made by law; and
(e) All documents which may be required to effect the dissolution of the Partnership pursuant to this Agreement.
