Appointment of General Partner as Attorney Sample Clauses

Appointment of General Partner as Attorney in-Fact A. Each Limited Partner and Investor hereunder hereby irrevocably appoints and empowers the General Partner his attorney-in-fact to consent to or ratify any act listed in Subsections 5.4A(i) through (xviii) and Section 6.3C of this Agreement after the Majority Vote of the Investors thereto has been obtained, and to execute, acknowledge, swear to and deliver all agreements and instruments and file all documents requisite to carrying out the intentions and purposes contemplated in this Agreement, including, without limitation, the execution and delivery of this Agreement and all amendments hereto, the filing of all business certificates and necessary certificates of limited partnership and amendments thereto from time to time in accordance with all applicable laws and any certificates of cancellation. B. The appointment by all Limited Partners and Investors of the General Partner as attor- ney-in-fact shall be deemed to be a power coupled with an interest, shall not be affected by the subsequent disability or incapacity of the principal and shall survive the assignment by any Limited Partners or Investors of the whole or any part of his Interests or Units in the Partnership. C. The power of attorney granted by this Section 12.1 shall be governed by the laws of the State of Delaware.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Appointment of General Partner as Attorney. In-Fact. --------------------------------------------------
Sample 1
Appointment of General Partner as Attorney. In order to facilitate amendments of this Agreement which require the signatures of each Limited Partner or a specified Limited Partner and a proposed additional or substituted Limited Partner and the preparation and signing of other documentation in connection with the Partnership, each Limited Partner by his or her signature hereto irrevocably makes, constitutes and appoints the General Partner, each person who shall hereafter become a General Partner, and each of them, his true and lawful attorney in his name, place and xxxxx with the power from time to time to make, execute, swear to, acknowledge, verify, deliver, file, record and publish:
Sample 1
Appointment of General Partner as Attorney. IN-FACT. -------------------------------------------------- Without limiting the effect of provisions elsewhere in this Agreement appointing the General Partner as attorney-in-fact for all those who become Limited Partners (including Substituted or additional Limited Partners) under this Agreement in connection with the doing of certain acts and the filing of certain papers, each Limited Partner (including a Substituted or additional Limited Partner) hereby severally irrevocably constitutes, and empowers to act alone, the General Partner as his attorney-in-fact with authority to execute, acknowledge and swear to all instruments and file all documents requisite to carry out the intention and purpose of this Agreement, including, without limitation, all amendments to this Agreement and the Schedules hereto effected in accordance with this Agreement, the Certificate and all amendments thereto effected in accordance herewith, and all business certificates and other certificates and amendments thereto to be executed and/or filed from time to time in accordance with applicable laws. Without limitation of the foregoing, each of the General Partner is hereby specifically authorized as attorney-in- fact for the Limited Partners to execute and file the Certificate and any amendment thereto necessary or appropriate to reflect the admission of any signatory hereto as a Limited Partner, or any addition or substitution of other Limited Partners, or to reflect the Capital Contribution made by any signatory hereto or by any other Limited Partner. The foregoing appointment shall be deemed to be a power coupled with an interest in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partner to act as contemplated by this Agreement in such filing and other action by them on behalf of the Partnership. The foregoing power of attorney shall survive the assignment by any Limited Partner of the whole or any part of his interest hereunder. Each of the Limited Partners is aware that the terms of this Agreement permit certain amendments of this Agreement, the Schedules hereto and the Certificate to be effected and certain other actions to be taken or omitted by, or with respect to, the Partnership, in each case with the approval of less than all the Limited Partners if either (i) such amendment or action will have an adverse effect upon less than all of the Limited Partners, or (ii) the Consent of the Limited Partners (...
Sample 1
Appointment of General Partner as Attorney in-Fact. A. Each Limited Partner (including a Substitute or additional Limited Partner) hereby irrevocably appoints and empowers the Partnership and the General Partner, acting through its authorized officers and agents and the general partner and principals of its general partner, acting singly or collectively, in each case with full power of substitution, as his true and lawful attorney-in-fact, in his name, place and xxxxx, to execute, acknowledge, swear and deliver to all instruments and file all documents required to carry out the purposes of this Agreement, including, without limitation, the following: (i) the Certificate and any amendment or restatement that may be required by this Agreement or the laws of the State of Delaware; (ii) any certificate of cancellation of the Certificate that may be necessary upon the termination of the Partnership; (iii) any amendments to this Agreement and to the Schedule, any assignments necessary to reflect any change or transfer of a Partner's Partnership Interest, including, without limitation, any other amendments to this Agreement adopted in accordance with Section 11.13 (iv) any business certificate, Certificate of Limited Partnership, amendment thereto or restatement thereof, or other instrument or document of any kind necessary to accomplish the business purposes and objectives of the Partnership; (v) any instrument or documents required to continue the business of the Partnership pursuant to Article VI; (vi) any endorsements, transfer instructions, instruments, stock powers, UCC financing statements, continuation statements, and other documents necessary or required to grant and perfect the security interest, B-23
Sample 1
Appointment of General Partner as Attorney in-Fact.
Sample 1Sample 2

Related to Appointment of General Partner as Attorney

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment of Advisors (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. Xxxxxx Xxxx & Xxxxxxxx LLP has been jointly selected by the Parties to represent the consortium in connection with the Transaction as international counsel.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

  • Restrictions on chartering, appointment of managers etc No Borrower shall, in relation to the Ship owned by it:

  • Appointment of Attorney The Obligor hereby irrevocably constitutes and appoints the Security Agent (and any officer of the Security Agent) the true and lawful attorney of the Obligor. As the attorney of the Obligor, the Security Agent has the power to exercise for and in the name of the Obligor with full power of substitution, upon the occurrence and during the continuance of an Event of Default, any of the Obligor’s right (including the right of disposal), title and interest in and to the Collateral including the execution, endorsement, delivery and transfer of the Collateral to the Security Agent, its nominees or transferees, and the Security Agent and its nominees or transferees are hereby empowered to exercise all rights and powers and to perform all acts of ownership with respect to the Collateral to the same extent as the Obligor might do. This power of attorney is irrevocable, is coupled with an interest, has been given for valuable consideration (the receipt and adequacy of which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or insolvency of the Obligor. This power of attorney extends to and is binding upon the Obligor’s successors and permitted assigns. The Obligor authorizes the Security Agent to delegate in writing to another Person any power and authority of the Security Agent under this power of attorney as may be necessary or desirable in the opinion of the Security Agent, and to revoke or suspend such delegation.

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

  • APPOINTMENT OF ADVISOR The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • Appointment of USBFS as Transfer Agent The Trust hereby appoints USBFS as transfer agent of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.

  • Lender’s Appointment as Attorney-in-Fact On the Closing Date, each Corporate Credit Party shall execute and deliver a Power of Attorney in the form attached as Exhibit E. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes Lender to file any financing or continuation statement without the signature of Borrowers to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!