Appointment of General Partner as Attorney-in-Fact. Subject to the receipt of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting Agreement, this Agreement or applicable law, each Limited Partner (including any substituted Limited Partner or Additional Limited Partner) hereby irrevocably makes, constitutes and appoints the General Partner and each of its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact, in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, file, record and swear to all instruments, agreements and documents necessary or advisable to carrying out the following: (a) any and all amendments to this Agreement that may be authorized, permitted or required by this Agreement or the Act, including, without limitation, amendments required to effect the admission of Additional Limited Partners or substituted Limited Partners pursuant to and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement; (b) any amendment to the Certificate and all certificates and other instruments necessary or appropriate to qualify or to continue the qualification of the Partnership as a limited partnership under the laws of the State of Delaware and in each other jurisdiction where the Partnership may conduct its activities or where such qualification is necessary or desirable to maintain limited liability of Limited Partners in that jurisdiction; (c) all instruments and certificates and any amendment to the Certificate necessary or appropriate to reflect any amendment, change or modification of this Agreement, subject to the terms and restrictions of this Agreement; (d) all conveyances and other instruments and documents necessary to reflect the dissolution and liquidation of the Partnership, subject to the terms and restrictions of this Agreement; (e) all elections, determinations or designations under the Code (and the Treasury Regulations promulgated thereunder) or any other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement; (f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish the Partnership Business, subject to the terms and restrictions of this Agreement; and (g) all other instruments that may be required or permitted by law to be filed on behalf of the Partnership and that are not inconsistent with this Agreement. 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 necessary 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. The appointment by each Limited Partner of the General Partner and each of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under this Agreement shall be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement in such filing and other action by it on behalf of the Partnership. The foregoing power of attorney shall survive the Transfer by any Limited Partner of the whole or any part of its Interest hereunder, except that if any assignee of such Limited Partner has been approved for admission to the Partnership as a substitute Limited Partner, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to execute, acknowledge and file any instrument necessary to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Limited Partner and shall not be terminated by such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorney. The power of attorney granted herein shall not: (x) entitle the General Partner to vote on any matter or to consent to any written resolution of the Limited Partners on behalf of the Limited Partners; (y) be deemed to constitute a written consent of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreement.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Brookfield Retail Holdings LLC), Limited Partnership Agreement (Brookfield Retail Holdings LLC)
Appointment of General Partner as Attorney-in-Fact. Subject to the receipt of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting Agreement13.1.1 Each Limited Partner, this Agreement or applicable lawincluding, without limitation, each Limited Partner (including any substituted Limited Partner or Additional Limited Partner) hereby , by its execution of this Third Amendment, irrevocably makes, constitutes and appoints the General Partner and each of its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact, fact with full power and authority in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, filedeliver, swear to, file and record and swear to all instruments, agreements and at the appropriate public offices such documents as may be necessary or advisable appropriate to carrying carry out the followingprovisions of this Third Amendment, including, without limitation:
(a) any All certificates and all amendments to this Agreement that may be authorized, permitted or required by this Agreement or the Act, other instruments (including, without limitation, amendments required to effect the admission counterparts of Additional Limited Partners or substituted Limited Partners pursuant to and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement;
(b) any amendment to the Certificate Third Amendment), and all certificates and other instruments necessary or amendments thereto, which the General Partner deems appropriate to form, qualify or to continue the qualification of the Partnership as a limited partnership under (or a partnership in which the laws of Limited Partners will have limited liability comparable to that provided in the State of Delaware and Act), in each other jurisdiction where the jurisdictions in which the Partnership may conduct its activities business or where in which such formation, qualification is or continuation is, in the opinion of the General Partner, necessary or desirable to maintain protect the limited liability of the Limited Partners Partners.
(b) All instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership adopted in that jurisdiction;accordance with the terms of this Third Amendment.
(c) All conveyances of property, and all instruments and certificates and any amendment other instruments, which the General Partner reasonably deems necessary in order to the Certificate necessary or appropriate to reflect any amendment, change or modification of this Agreement, subject to the terms and restrictions of this Agreement;
(d) all conveyances and other instruments and documents necessary to reflect the complete a dissolution and liquidation of the Partnership, subject to the terms and restrictions of this Agreement;
(e) all elections, determinations or designations under the Code (and the Treasury Regulations promulgated thereunder) or any other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement;
(f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish the Partnership Business, subject to the terms and restrictions of this Agreement; and
(g) all other instruments that may be required or permitted by law to be filed on behalf termination of the Partnership and that are not inconsistent with pursuant to this Agreement. Each Third Amendment.
13.1.2 The appointment by all Limited Partners of the General Partner authorizes such attorney-in-fact to take any further action which such as 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 necessary or advisable be deemed 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. The appointment by each Limited Partner of the General Partner and each of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under this Agreement shall Third Amendment will be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement Third Amendment in such any filing and other action by it on behalf of the Partnership. The , shall survive the bankruptcy, death, adjudication of incompetence or insanity, other incapacity or dissolution of any Person hereby giving such power, and the transfer or assignment of all or any portion of the Interests of such Person, and shall not be affected by the subsequent incapacity of the principal; provided that in the event of the assignment by a Limited Partner of all of its Interests, the foregoing power of attorney of the assignor Limited Partner shall survive such assignment only until such time as the Transfer by any Limited Partner of the whole or any part of its Interest hereunder, except that if any assignee of such Limited Partner has shall have been approved for admission admitted to the Partnership as a substitute Limited Partnerand all required documents and instruments shall have been duly executed, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to execute, acknowledge filed and file any instrument necessary recorded to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Limited Partner and shall not be terminated by such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorney. The power of attorney granted herein shall not: (x) entitle the General Partner to vote on any matter or to consent to any written resolution of the Limited Partners on behalf of the Limited Partners; (y) be deemed to constitute a written consent of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreement.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Verso Paper Corp.), Limited Partnership Agreement (Verso Paper Corp.)
Appointment of General Partner as Attorney-in-Fact. Subject to the receipt of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting Agreement14.1.1 Each Limited Partner, this Agreement or applicable lawincluding, without limitation, each Limited Partner (including any substituted Limited Partner or Additional Limited Partner) hereby , by its execution of this Agreement, irrevocably makes, constitutes and appoints the General Partner and each of its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact, attorney‑in‑fact with full power and authority in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, filedeliver, swear to, file and record and swear to all instruments, agreements and at the appropriate public offices such documents as may be necessary or advisable appropriate to carrying carry out the followingprovisions of this Agreement, including:
(a) any All certificates and all amendments to this Agreement that may be authorized, permitted or required by this Agreement or the Act, other instruments (including, without limitation, amendments required to effect the admission counterparts of Additional Limited Partners or substituted Limited Partners pursuant to and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement;
(b) any amendment to the Certificate ), and all certificates and other instruments necessary or amendments thereto, which the General Partner deems appropriate to form, qualify or to continue the qualification of the Partnership as a limited partnership under (or a partnership in which the laws of Limited Partners will have limited liability comparable to that provided in the State of Delaware and Act), in each other jurisdiction where the jurisdictions in which the Partnership may conduct its activities business or where in which such formation, qualification is or continuation is, in the opinion of the General Partner, necessary or desirable to maintain protect the limited liability of the Limited Partners Partners.
(b) All instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership adopted in that jurisdiction;accordance with the terms of this Agreement.
(c) All conveyances of property, and all instruments and certificates and any amendment other instruments, which the General Partner reasonably deems necessary in order to the Certificate necessary or appropriate to reflect any amendment, change or modification of this Agreement, subject to the terms and restrictions of this Agreement;
(d) all conveyances and other instruments and documents necessary to reflect the complete a dissolution and liquidation of the Partnership, subject to the terms and restrictions of this Agreement;
(e) all elections, determinations or designations under the Code (and the Treasury Regulations promulgated thereunder) or any other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement;
(f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish the Partnership Business, subject to the terms and restrictions of this Agreement; and
(g) all other instruments that may be required or permitted by law to be filed on behalf termination of the Partnership and that are not inconsistent with pursuant to this Agreement. 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 necessary 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. .
14.1.2 The appointment by each all Limited Partner Partners of the General Partner and each of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is attorney‑in‑fact shall be deemed to be a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under this Agreement shall will be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement in such any filing and other action by it on behalf of the Partnership. The , shall survive the bankruptcy, death, adjudication of incompetence or insanity, other incapacity or dissolution of any Person hereby giving such power, and the transfer or assignment of all or any portion of the Interests of such Person, and shall not be affected by the subsequent incapacity of the principal; provided that in the event of the assignment by a Limited Partner of all of its Interests, the foregoing power of attorney of the assignor Limited Partner shall survive such assignment only until such time as the Transfer by any Limited Partner of the whole or any part of its Interest hereunder, except that if any assignee of such Limited Partner has shall have been approved for admission admitted to the Partnership as a substitute Limited Partnerand all required documents and instruments shall have been duly executed, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to execute, acknowledge filed and file any instrument necessary recorded to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Limited Partner and shall not be terminated by such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorney. The power of attorney granted herein shall not: (x) entitle the General Partner to vote on any matter or to consent to any written resolution of the Limited Partners on behalf of the Limited Partners; (y) be deemed to constitute a written consent of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreement.
Appears in 1 contract
Samples: Limited Partnership Agreement (Cke Restaurants Inc)
Appointment of General Partner as Attorney-in-Fact. Subject to A. Each Limited Partner, including each Substituted Limited Partner, by the receipt execution and delivery of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting this Agreement, this Agreement or applicable law, each Limited Partner (including any substituted Limited Partner or Additional Limited Partner) hereby irrevocably makes, constitutes and appoints the General Partner and each the President, any Vice President, Secretary, Treasurer, Assistant Secretary and Assistant Treasurer of its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitution, any corporate General Partner as its his true and lawful attorney-in-fact, fact with full power and authority in its such Limited Partner's name, place place, and stead and for its use and benefit, to execute, certifyacknowledge, acknowledgedeliver, swear to, file, and record and swear to all instruments, agreements and at the appropriate public offices such documents necessary or advisable to carrying out the following:
(a) any and all amendments to this Agreement that as may be authorized, permitted or required by this Agreement or the Act, including, without limitation, amendments required to effect the admission of Additional Limited Partners or substituted Limited Partners pursuant to and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement;
(b) any amendment to the Certificate and all certificates and other instruments necessary or appropriate to carry out the provisions of this Agreement, including but not limited to:
(i) all counterparts of this Agreement, and any amendment or restatement thereof, including all certificates and instruments, which the General Partner deems appropriate to form, qualify or to continue the qualification of the Partnership as a limited partnership under (or a partnership in which the laws of Limited Partners will have limited liability comparable to that provided by the State of Delaware and Act) in each other jurisdiction where the jurisdictions in which the Partnership may conduct its activities business or where in which such formation, qualification is or continuation is, in the opinion of the General Partner, necessary or desirable to maintain protect the limited liability of the Limited Partners in that jurisdictionPartners;
(cii) all amendments to this Agreement adopted in accordance with the terms hereof and all instruments and certificates and any amendment to which the Certificate necessary or General Partner deems appropriate to reflect any amendment, a change or modification of the Agreement in accordance with the terms hereof;
(iii) all documents or instruments which the General Partner deems appropriate to reflect the admission of a Limited Partner (including any Substituted Limited Partner), in accordance with this Agreement, subject to the terms and restrictions dissolution of the Partnership, sales or transfers of Partnership property, sales or transfers of Partnership Interests, or the initial amount or increase or reduction in amount of any Partner's Capital Contribution or reduction in any Partner's Capital Account;
(iv) any instrument or document requested by the Partnership or any purchaser of the Interest of a Defaulting Limited Partner under the provisions of Section 3.05 of this Agreement;
(dv) all conveyances documents, including but not limited to financing statements, necessary or appropriate to perfect and other instruments and documents necessary to reflect the dissolution and liquidation of continue the Partnership, subject to the terms and restrictions of this Agreement;
(e) all elections, determinations or designations under the Code (and the Treasury Regulations promulgated thereunder) or any other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions 's security interest in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement;
(f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish the Partnership Business, subject to the terms and restrictions of this Agreementsuch Limited Partner's Interest; and
(gvi) any instrument, certificate or document to implement the provisions of Section 5.01C (vi).
B. The appointment by all other instruments that may be required or permitted by law to be filed on behalf Limited Partners of the Partnership General Partner and that are not inconsistent with this Agreement. Each Limited the aforesaid officers of any corporate General Partner authorizes such attorney-in-fact to take any further action which such as 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 necessary or advisable be deemed 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. The appointment by each Limited Partner of the General Partner and each of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under this Agreement shall will be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement in such any filing and other action by it on behalf of the Partnership. The , and shall survive, and not be affected by the subsequent bankruptcy, death, incapacity, disability, adjudication of incompetence or insanity, or dissolution of any Person hereby giving such power and the transfer or assignment of all or any part of the Units or Interest of such Person; provided, however, that in the event of the transfer by a Limited Partner of all of such Limited Partner's Interest, the foregoing power of attorney of a transferor Partner shall survive such transfer only until such time as the Transfer by any Limited Partner of the whole or any part of its Interest hereunder, except that if any assignee of such Limited Partner has transferee shall have been approved for admission admitted to the Partnership as a substitute Limited Partner, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to execute, acknowledge and file any instrument necessary to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Substituted Limited Partner and all required documents and instruments shall not be terminated by have been duly executed, filed and recorded to effect such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorney. The power of attorney granted herein shall not: (x) entitle the General Partner to vote on any matter or to consent to any written resolution of the Limited Partners on behalf of the Limited Partners; (y) be deemed to constitute a written consent of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreementsubstitution.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Hanover Marriott Limited Partnership)
Appointment of General Partner as Attorney-in-Fact. Subject to the receipt of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting Agreement, this Agreement or applicable law, each Each Limited Partner (including and any substituted Limited Partner permitted assignee or Additional Limited Partner) transferee of his, her or its interest hereunder, does hereby irrevocably makes, constitutes constitute and appoints appoint the General Partner and each of Partner, or its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitutionas General Partner, as its their true and lawful attorney-in-factattorney in fact and agent, to execute, acknowledge, verify, swear to, deliver, record and file, in its such Partner's or assignee's name, place and stead and for its use and benefitstead, to execute, certify, acknowledge, file, record and swear to all instruments, agreements documents and documents necessary or advisable certificates which may from time to carrying out the following:
(a) any and all amendments to this Agreement that may time be authorized, permitted or required by this Agreement the laws of the United States of America, the State of Texas, or any political subdivision or agency thereof, to effectuate, implement and continue the Actvalid existence of the Partnership, including, without limitation, amendments required the power and authority to effect the admission of Additional Limited Partners or substituted Limited Partners pursuant to execute, verify, swear to, acknowledge, deliver, record and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement;
file (b1) any amendment to the Certificate and all certificates and other instruments necessary or (including the Certificate of Limited Partnership, counterparts of this Agreement and amendments thereto) which the General Partner deems appropriate to form, qualify or to continue the qualification of the Partnership as a limited partnership under the laws of in the State of Delaware and in each other jurisdiction where the Partnership may conduct its activities or where such qualification is necessary or desirable to maintain limited liability of Limited Partners in that jurisdiction;
Texas, (c2) all instruments and certificates and any amendment to which the Certificate necessary or General Partner deems appropriate to reflect any amendment, change or modification amendment to this Agreement made in accordance with the terms of this Agreement, subject to the terms and restrictions of this Agreement;
(d3) all conveyances instruments required by the Partnership Act to cancel the Partnership's certificate filed with the Texas Secretary of State and any other instruments and documents necessary governmental agencies to reflect the dissolution and liquidation termination of the Partnership, subject Partnership pursuant to the terms and restrictions of this Agreement;
, (e4) all electionsinstruments relating to the admission of any additional or substituted Partner or the withdrawal of any Partner as permitted hereunder, determinations or designations (5) a certificate of assumed name and such other certificates and instruments as may be necessary under the Code (fictitious or assumed name statutes from time to time in effect in the State of Texas and the Treasury Regulations promulgated thereunder) or any all other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement;
(f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish which the Partnership Businessconducts or plans to conduct business, subject to the terms and restrictions of this Agreement; and
(g6) all other instruments that as otherwise may be required or permitted by law to be filed on behalf of the Partnership or a Partner by Texas law or the law of any other applicable jurisdiction. Said agent and that are not inconsistent with this Agreement. Each Limited Partner authorizes such attorney-in-fact to take any further action which such attorney-in-attorney in fact shall consider necessary not, however, have the right, power 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 amend or thing whatsoever necessary 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. The appointment by each Limited Partner of the General Partner and each of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under modify this Agreement shall be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement when acting in such filing and other action by it on behalf of the Partnership. The foregoing power of attorney shall survive the Transfer by any Limited Partner of the whole or any part of its Interest hereundercapacities, except that if any assignee of such Limited Partner has been approved for admission to the Partnership as a substitute Limited Partner, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to execute, acknowledge and file any instrument necessary to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Limited Partner and shall not be terminated by such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorneyextent authorized herein. The power of attorney granted herein shall not: be deemed to be coupled with an interest, shall be irrevocable, shall survive the death, dissolution, bankruptcy, incompetency or legal disability of a Limited Partner and shall extend to such Limited Partner's heirs, successors and assignees; and may be exercised by said agent and attorney in fact for all Limited Partners (xor any of them) entitle the General Partner to vote on any matter by listing all (or to consent to any written resolution any) of the Limited Partners on behalf required to execute any such instrument, and executing such instrument acting as attorney in fact for all (or any one) of them or in such other manner, including by facsimile signature, as said agent and attorney in fact may deem appropriate. Each Limited Partner hereby agrees to be bound by any representations made by the General Partner acting in good faith pursuant to such power of attorney, and each Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm any action of the Limited Partners; (y) be deemed to constitute a written consent General Partner taken in good faith under such power of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreementattorney.
Appears in 1 contract
Appointment of General Partner as Attorney-in-Fact. Subject to (a) Each Partner, by the receipt execution of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting this Agreement, this Agreement or applicable law, each Limited Partner (including any substituted Limited Partner or Additional Limited Partner) hereby irrevocably makes, constitutes and appoints the General Partner and each of its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact, fact with full power and authority in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, filedeliver, swear to, file and record and swear to all instruments, agreements and at the appropriate public offices such documents as may be necessary or advisable appropriate to carrying carry out the followingprovisions of this Agreement, including, but not limited to:
(ai) any and all amendments to this Agreement that may be authorized, permitted or required by this Agreement or the Act, including, without limitation, amendments required to effect the admission of Additional Limited Partners or substituted Limited Partners pursuant to and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement;
(b) any amendment to the Certificate All fictitious name certificates and all certificates and other instruments necessary (including the Certificate and counterparts of this Agreement), and any amendment or restatement thereof, which the General Partner deems appropriate to form, qualify or to continue the qualification of the Partnership as a limited partnership under (or a partnership in which the laws of Limited Partners shall have limited liability comparable to that provided by the State of Delaware and Act) in each other jurisdiction where the jurisdictions in which the Partnership may conduct its activities business or where in which such formation, qualification is or continuation is, in the opinion of the General Partner, necessary or desirable to maintain protect the limited liability of the Limited Partners in that jurisdictionPartners;
(cii) All amendments to this Agreement and the Certificate adopted in accordance with the terms hereof and all instruments and certificates and any amendment to which the Certificate necessary or General Partner deems appropriate to reflect any amendment, a change or modification of this Agreement, subject to the Partnership in accordance with the terms and restrictions of this Agreement;
(d) all conveyances and other instruments and documents necessary to reflect the dissolution and liquidation of the Partnership, subject to the terms and restrictions of this Agreement;
(e) all elections, determinations or designations under the Code (and the Treasury Regulations promulgated thereunder) or any other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement;
(f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish the Partnership Business, subject to the terms and restrictions of this Agreement; and
(giii) all All conveyances and other instruments that may be required or permitted by law to be filed on behalf of the Partnership and that are not inconsistent with this Agreement. 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 necessary 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. The appointment by each Limited Partner of the General Partner deems appropriate to reflect the dissolution and each termination of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is the Partnership.
(b) The foregoing appointment shall be deemed to be a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under this Agreement shall be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement in such any filing and other action by it on behalf of the Partnership. The , and shall survive the bankruptcy, death, adjudication of incompetence or insanity, or dissolution of any Partner hereby giving such power and the transfer or assignment of all or any part of the Interest of such Partner; provided, however, that in the event of the transfer by a Partner of all of its Interest, the foregoing power of attorney of a transferor Partner shall survive such transfer only until such time as the Transfer by any Limited Partner of the whole or any part of its Interest hereunder, except that if any assignee of such Limited Partner has transferee shall have been approved for admission admitted to the Partnership as a substitute Limited Partner or successor General Partner, as the power of attorney granted hereby case may be, and all required documents and instruments shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to executehave been duly executed, acknowledge filed and file any instrument necessary recorded to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Limited Partner and shall not be terminated by such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorney. The power of attorney granted herein shall not: (x) entitle the General Partner to vote on any matter or to consent to any written resolution of the Limited Partners on behalf of the Limited Partners; (y) be deemed to constitute a written consent of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreement.
Appears in 1 contract
Samples: Limited Partnership Agreement
Appointment of General Partner as Attorney-in-Fact. Subject to the receipt of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting Agreement14.1.1 Each Limited Partner, this Agreement or applicable lawincluding, without limitation, each Limited Partner (including any substituted Limited Partner or Additional Limited Partner) hereby , by its execution of this Agreement, irrevocably makes, constitutes and appoints the General Partner and each of its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact, fact with full power and authority in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, filedeliver, swear to, file and record and swear to all instruments, agreements and at the appropriate public offices such documents as may be necessary or advisable appropriate to carrying carry out the followingprovisions of this Agreement, including:
(a) any All certificates and all amendments to this Agreement that may be authorized, permitted or required by this Agreement or the Act, other instruments (including, without limitation, amendments required to effect the admission counterparts of Additional Limited Partners or substituted Limited Partners pursuant to and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement;
(b) any amendment to the Certificate ), and all certificates and other instruments necessary or amendments thereto, which the General Partner deems appropriate to form, qualify or to continue the qualification of the Partnership as a limited partnership under (or a partnership in which the laws of Limited Partners will have limited liability comparable to that provided in the State of Delaware and Act), in each other jurisdiction where the jurisdictions in which the Partnership may conduct its activities business or where in which such formation, qualification is or continuation is, in the opinion of the General Partner, necessary or desirable to maintain protect the limited liability of the Limited Partners Partners.
(b) All instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership adopted in that jurisdiction;accordance with the terms of this Agreement.
(c) All conveyances of property, and all instruments and certificates and any amendment other instruments, which the General Partner reasonably deems necessary in order to the Certificate necessary or appropriate to reflect any amendment, change or modification of this Agreement, subject to the terms and restrictions of this Agreement;
(d) all conveyances and other instruments and documents necessary to reflect the complete a dissolution and liquidation of the Partnership, subject to the terms and restrictions of this Agreement;
(e) all elections, determinations or designations under the Code (and the Treasury Regulations promulgated thereunder) or any other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement;
(f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish the Partnership Business, subject to the terms and restrictions of this Agreement; and
(g) all other instruments that may be required or permitted by law to be filed on behalf termination of the Partnership and that are not inconsistent with pursuant to this Agreement. Each .
14.1.2 The appointment by all Limited Partners of the General Partner authorizes such attorney-in-fact to take any further action which such as 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 necessary or advisable be deemed 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. The appointment by each Limited Partner of the General Partner and each of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under this Agreement shall will be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement in such any filing and other action by it on behalf of the Partnership. The , shall survive the bankruptcy, death, adjudication of incompetence or insanity, other incapacity or dissolution of any Person hereby giving such power, and the transfer or assignment of all or any portion of the Interests of such Person, and shall not be affected by the subsequent incapacity of the principal; provided that in the event of the assignment by a Limited Partner of all of its Interests, the foregoing power of attorney of the assignor Limited Partner shall survive such assignment only until such time as the Transfer by any Limited Partner of the whole or any part of its Interest hereunder, except that if any assignee of such Limited Partner has shall have been approved for admission admitted to the Partnership as a substitute Limited Partnerand all required documents and instruments shall have been duly executed, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to execute, acknowledge filed and file any instrument necessary recorded to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Limited Partner and shall not be terminated by such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorney. The power of attorney granted herein shall not: (x) entitle the General Partner to vote on any matter or to consent to any written resolution of the Limited Partners on behalf of the Limited Partners; (y) be deemed to constitute a written consent of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreement.
Appears in 1 contract
Appointment of General Partner as Attorney-in-Fact. Subject to the receipt 12.2.1 Each Limited Partner, including, without limitation, each Additional Limited Partner and Substitute Limited Partner, by its execution of any required approval under the Voting Agreement or of the Board of Directors or the Partners with respect to any matter as required under the Voting this Agreement, this Agreement or applicable law, each Limited Partner (including any substituted Limited Partner or Additional Limited Partner) hereby irrevocably makes, constitutes and appoints the General Partner and each of its duly authorized officers, managers, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact, fact with full power and authority in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, filedeliver, swear to, file and record and swear to all instruments, agreements and at the appropriate public offices such documents as may be necessary or advisable appropriate to carrying carry out the followingprovisions of this Agreement, including, without limitation:
(a) any All certificates and all amendments to this Agreement that may be authorized, permitted or required by this Agreement or the Act, other instruments (including, without limitation, amendments required to effect the admission counterparts of Additional Limited Partners or substituted Limited Partners pursuant to and as permitted by this Agreement or to revoke any admission of a Limited Partner which is prohibited by this Agreement;
(b) any amendment to the Certificate ), and all certificates and other instruments necessary or amendments thereto, which the General Partner deems appropriate to form, qualify or to continue the qualification of the Partnership as a limited partnership under (or a partnership in which the laws of Limited Partners will have limited liability comparable to that provided in the State of Delaware and Act), in each other jurisdiction where the jurisdictions in which the Partnership may conduct its activities business or where in which such formation, qualification is or continuation is, in the opinion of the General Partner, necessary or desirable to maintain protect the limited liability of the Limited Partners Partners.
(b) All amendments to this Agreement adopted in that jurisdiction;accordance with the terms hereof, and all instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership in accordance with the terms of this Agreement.
(c) All conveyances of property, and all instruments and certificates and any amendment other instruments, which the General Partner reasonably deems necessary in order to the Certificate necessary or appropriate to reflect any amendment, change or modification of this Agreement, subject to the terms and restrictions of this Agreement;
(d) all conveyances and other instruments and documents necessary to reflect the complete a dissolution and liquidation of the Partnership, subject to the terms and restrictions of this Agreement;
(e) all elections, determinations or designations under the Code (and the Treasury Regulations promulgated thereunder) or any other taxation or other legislation or laws of like import of the United States or of any states, provinces or jurisdictions in respect of the affairs of the Partnership, subject to the terms and restrictions of this Agreement;
(f) any business certificate, certificate of limited partnership, amendment thereto, or other instrument or document of any kind necessary to accomplish the Partnership Business, subject to the terms and restrictions of this Agreement; and
(g) all other instruments that may be required or permitted by law to be filed on behalf termination of the Partnership and that are not inconsistent with pursuant to this Agreement. Each .
12.2.2 The appointment by all Limited Partners of the General Partner authorizes such as attorney-in-fact pursuant to take any further action which such attorney-in-fact Section 12.2.1 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 necessary or advisable be deemed 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. The appointment by each Limited Partner of the General Partner and each of its duly authorized officers, managers, successors and assigns with full power of substitution and resubstitution, as aforesaid, as attorneys in fact is a power coupled with an interest, shall be irrevocable and shall survive and not be affected by the dissolution, Bankruptcy, incapacity, disability or death of any Limited Partner, in recognition of the fact that each of the Limited Partners under this Agreement shall will be relying upon the power of the General Partner and such officers, managers, successors and assigns to act as contemplated by this Agreement in such any filing and other action by it on behalf of the Partnership. The , shall survive the bankruptcy, death, adjudication of incompetence or insanity, other incapacity or dissolution of any Person hereby giving such power, and the Transfer or assignment of all or any portion of the Units of such Person, and shall not be affected by the subsequent incapacity of the principal; provided that, in the event of the assignment by a Limited Partner of all of its Units, the foregoing power of attorney of the assignor Limited Partner shall survive such assignment only until such time as the Transfer by any Limited Partner of the whole or any part of its Interest hereunder, except that if any assignee of such Limited Partner has shall have been approved for admission admitted to the Partnership as a substitute Limited Partner, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the General Partner to execute, acknowledge and file any instrument necessary to effect the substitution and (b) approving any actions that relate to the period of time prior to such substitution. With respect to each Limited Partner, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Substitute Limited Partner and all required documents and instruments shall not be terminated by have been duly executed, filed and recorded to effect such Limited Partner on the execution of a continuing power of attorney in the future, and such Limited Partner hereby agrees not to take any action in the future which results in the termination of this power of attorney. The power of attorney granted herein shall not: (x) entitle the General Partner to vote on any matter or to consent to any written resolution of the Limited Partners on behalf of the Limited Partners; (y) be deemed to constitute a written consent of any Limited Partner for purposes of this Agreement; or (z) be exercised in contravention of this Agreementsubstitution.
Appears in 1 contract
Samples: Limited Partnership Agreement
