Common use of Appointment of Managing Member as Attorney-in-Fact Clause in Contracts

Appointment of Managing Member as Attorney-in-Fact. (a) Each Non-Managing Member, including each Additional Member and Substitute Member that are Non-Managing Members, irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Managing Member deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Managing Member, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Managing Member deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement. (iii) All conveyances of Company assets, and other instruments which the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement. (b) The appointment by all Non-Managing Members of the Managing Member as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Non-Managing Members and Assignees under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action by it on behalf of the Company, shall survive the Incapacity of any Person hereby giving such power, and the Transfer or assignment of all or any portion of the such Person Membership Interest, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Non-Managing Member of all of its Membership Interest, the foregoing power of attorney of an assignor Non-Managing Member shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a Substituted Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

Appointment of Managing Member as Attorney-in-Fact. (a) Each Non-Managing Member, including each Additional Member and Substitute Substituted Member that are Non-Managing Members, irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Managing Member deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Managing Member, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Managing Member deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement. (iii) All conveyances of Company assets, and other instruments which the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement. (b) The appointment by all Non-Managing Members of the Managing Member as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Non-Managing Members and Assignees under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action by it on behalf of the Company, shall survive the Incapacity of any Person hereby giving such power, and the Transfer or assignment of all or any portion of the such Person Person’s Membership Interest, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Non-Managing Member of all of its Membership Interest, the foregoing power of attorney of an assignor Non-Managing Member shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a Substituted Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

Appointment of Managing Member as Attorney-in-Fact. Subject to the receipt of any required approval of the Members with respect to any matter as required this Agreement or applicable law, each Non-Managing Member (a) Each including any substituted Non-Managing Member, including each Additional Member and Substitute Member that are Non-Managing Members, ) hereby irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, Member and each of those acting singlyits duly authorized officers, in each case managers, successors and assignees, with full power of substitutionsubstitution and resubstitution, as its true and lawful attorney-in-fact with full power and authority fact, in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, deliverfile, record and swear toto all instruments, file agreements and record at documents necessary or advisable to carrying out the appropriate public offices such documents as following: (a) any and all amendments and/or restatements 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 substituted Non-Managing Members pursuant to and as permitted by this Agreement or to revoke any admission of a Non-Managing Member which is prohibited by this Agreement; (b) any amendment to the Certificate and all certificates and other instruments necessary or appropriate to carry out qualify or to continue the provisions qualification of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Managing Member deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company (or under the laws of the State of Delaware and in each other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which jurisdiction where the Company may conduct business its activities or in which where such formation, qualification or continuation is, in the opinion of the Managing Member, is necessary or desirable to protect the maintain limited liability of the Members.Non-Managing Members in that jurisdiction; (iic) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which and certificates and any amendment to the Managing Member deems Certificate necessary or appropriate to reflect a any amendment, change or modification of the Company in accordance with this Agreement, subject to the terms and restrictions of this Agreement.; (iiid) All all conveyances of Company assets, and other instruments which and documents necessary to reflect the Managing Member reasonably deems necessary in order to complete a dissolution and termination liquidation of the Company, 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 Company, subject to the terms and restrictions of this Agreement; (f) any business certificate, certificate of limited liability company, amendment thereto, or other instrument or document of any kind necessary to accomplish the Company 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 Company pursuant to and that are not inconsistent with this Agreement. (b) The appointment by all . Each Non-Managing Members of the Managing Member as authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall be deemed 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 Non-Managing Member 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 Non-Managing Member of the Managing Member 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 Non-Managing Member, in recognition of the fact that each of the Non-Managing Members and Assignees under this Agreement will shall be relying upon the power of the Managing Member and such officers, managers, successors and assigns to act as contemplated by this Agreement in any such filing and other action by it on behalf of the Company, . The foregoing power of attorney shall survive the Incapacity of Transfer by any Person hereby giving such power, and the Transfer or assignment of all or any portion of the such Person Membership Interest, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Non-Managing Member of all the whole or any part of its Membership InterestInterest hereunder, the foregoing power except that if any assignee of attorney of an assignor such Non-Managing Member shall survive such assignment only until such time as the Assignee shall have has been admitted approved for admission to the Company as a Substituted substitute Non-Managing Member, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the Managing Member 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 Non-Managing Member, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Non-Managing Member and all required documents shall not be terminated by such Non-Managing Member on the execution of a continuing power of attorney in the future, and instruments such Non-Managing Member 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 have been duly executed, filed and recorded not: (x) entitle the Managing Member to effect such substitutionvote on any matter or to consent to any written resolution of the Non-Managing Members on behalf of the Non-Managing Members; (y) be deemed to constitute a written consent of any Non-Managing Member for purposes of this Agreement; or (z) be exercised in contravention of this Agreement.

Appointment of Managing Member as Attorney-in-Fact. (a) Each Subject to the receipt of any required approval under the Voting Agreement or of the Board of Directors or the Members with respect to any matter as required under the Voting Agreement, this Agreement or applicable law, each Non-Managing Member, Member (including each Additional Member and Substitute Member that are any substituted Non-Managing Members, Member or Additional Member) hereby irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, Member and each of those acting singlyits duly authorized officers, in each case managers, successors and assignees, with full power of substitutionsubstitution and resubstitution, as its true and lawful attorney-in-fact with full power and authority fact, in its name, place and stead and for its use and benefit, to execute, certify, acknowledge, deliverfile, record and swear toto all instruments, file agreements and record at documents necessary or advisable to carrying out the appropriate public offices such documents as 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 Members or substituted Non-Managing Members pursuant to and as permitted by this Agreement or to revoke any admission of a Non-Managing Member which is prohibited by this Agreement; (b) any amendment to the Certificate and all certificates and other instruments necessary or appropriate to carry out qualify or to continue the provisions qualification of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Managing Member deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company (or under the laws of the State of Delaware and in each other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which jurisdiction where the Company may conduct business its activities or in which where such formation, qualification or continuation is, in the opinion of the Managing Member, is necessary or desirable to protect the maintain limited liability of the Members.Non-Managing Members in that jurisdiction; (iic) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which and certificates and any amendment to the Managing Member deems Certificate necessary or appropriate to reflect a any amendment, change or modification of the Company in accordance with this Agreement, subject to the terms and restrictions of this Agreement.; (iiid) All all conveyances of Company assets, and other instruments which and documents necessary to reflect the Managing Member reasonably deems necessary in order to complete a dissolution and termination liquidation of the Company, 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 Company, subject to the terms and restrictions of this Agreement; (f) any business certificate, certificate of limited liability company, amendment thereto, or other instrument or document of any kind necessary to accomplish the Company 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 Company pursuant to and that are not inconsistent with this Agreement. (b) The appointment by all . Each Non-Managing Members of the Managing Member as authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall be deemed 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 Non-Managing Member 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 Non-Managing Member of the Managing Member 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 Non-Managing Member, in recognition of the fact that each of the Non-Managing Members and Assignees under this Agreement will shall be relying upon the power of the Managing Member and such officers, managers, successors and assigns to act as contemplated by this Agreement in any such filing and other action by it on behalf of the Company, . The foregoing power of attorney shall survive the Incapacity of Transfer by any Person hereby giving such power, and the Transfer or assignment of all or any portion of the such Person Membership Interest, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Non-Managing Member of all the whole or any part of its Membership InterestInterest hereunder, the foregoing power except that if any assignee of attorney of an assignor such Non-Managing Member shall survive such assignment only until such time as the Assignee shall have has been admitted approved for admission to the Company as a Substituted substitute Non-Managing Member, the power of attorney granted hereby shall survive the delivery of the assignment for the sole purpose of (a) enabling the Managing Member 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 Non-Managing Member, the granting of this power of attorney shall not terminate any continuing power of attorney previously granted by such Non-Managing Member and all required documents shall not be terminated by such Non-Managing Member on the execution of a continuing power of attorney in the future, and instruments such Non-Managing Member 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 have been duly executed, filed and recorded not: (x) entitle the Managing Member to effect such substitutionvote on any matter or to consent to any written resolution of the Non-Managing Members on behalf of the Non-Managing Members; (y) be deemed to constitute a written consent of any Non-Managing Member for purposes of this Agreement; or (z) be exercised in contravention of this Agreement.

Appointment of Managing Member as Attorney-in-Fact. (a) Each Non-Managing Member, including each Additional Member and Substitute Substituted Member that are Non-Managing Members, irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Managing Member deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Managing Member, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Managing Member deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement. (iii) All conveyances of Company assets, and other instruments which the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement. (b) The appointment by all Non-Managing Members of the Managing Member as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Non-Managing Members and Assignees under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action by it on behalf of the Company, shall survive the Incapacity of any Person hereby giving such power, and the Transfer or assignment of all or any portion of the such Person Membership Person’s Company Interest, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Non-Managing Member of all of its Membership Company Interest, the foregoing power of attorney of an assignor Non-Managing Member shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a Substituted Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

Appointment of Managing Member as Attorney-in-Fact. 10.1.1 Each Member (aincluding a Substituted or additional Member) Each Non-hereby irrevocably constitutes, and empowers to act alone, the Managing Member (and any officer of a corporation which is a Managing Member, including each Additional Member and Substitute Member that are Non-Managing Members, irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, ) as its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, acknowledge and swear to, to all instruments and file and record at the appropriate public offices such all documents as may be necessary or appropriate requisite to carry carrying out the provisions intention and purposes of this Agreement, including but not limited to: including, without limitation, (i) All certificates and other instruments (including counterparts any amendment of this Agreement)Agreement which has received the requisite consent of Members hereunder, and all amendments thereto, which the Managing Member deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Managing Member, necessary or desirable to protect the limited liability of the Members. (ii) All all business certificates and the necessary certificates and amendments thereto from time to this Agreement adopted time in accordance with all applicable laws, including without limitation the terms hereofCertificate and amendments thereto providing for its admission to the Company and its obligation to make Capital Contributions, if any, as provided in this Agreement, and all instruments which the Managing Member deems filing and execution of appropriate to reflect a change or modification of the Company in accordance documents with the terms of this Agreementany lender. (iii) All conveyances 10.1.2 Any power of Company assets, attorney granted under this Agreement shall be irrevocable and other instruments which the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement. (b) The appointment by all Non-Managing Members of the Managing Member as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact fact, inter alia, that each of the Non-Managing Members and Assignees under this Agreement will be relying upon the power of the Managing Member such attorney-in-fact to act as contemplated by this Agreement in any filing and other action by it him on behalf of the Company, and shall survive the Incapacity bankruptcy, death, incompetence or dissolution of any Person hereby giving such power, power and the Transfer transfer or assignment of all or any portion part of the Interest of such Person Membership Interest, and shall not be affected by the subsequent Incapacity of the principalPerson; provided, however, that in the event of the assignment transfer by a Non-Managing Member of all of its Membership such Member’s Interest, the foregoing power of attorney of an assignor Non-Managing a transferor Member shall survive such assignment transfer only until such time as the Assignee transferee shall have been admitted to the Company as a Substituted Member and all required documents and instruments shall have been duly executed, filed executed and recorded delivered to effect such substitution.

Appointment of Managing Member as Attorney-in-Fact. (a) 9.18.1 Each Non-Managing Member, including each Additional Member and Substitute Member that are Non-Managing MembersMember, by its execution of this Agreement, irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, Member as its true and lawful attorney-in-fact with full power and authority in its name, place place, and stead to execute, acknowledge, deliver, swear to, file file, and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement)instruments, and all amendments thereto, which the Managing Member deems appropriate to form, qualify, qualify or continue or otherwise operate the Company as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Company may conduct business or in which such formation, qualification qualification, or continuation is, in the opinion of the Managing Member, necessary or desirable to protect the limited liability of the MembersMembers or operate the Company. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Managing Member deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement. (iii) All conveyances of Company assets, and other instruments which the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement. (b) 9.18.2 The appointment by all Non-Managing Members of the Managing Member as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Non-Managing Members and Assignees under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action by it on behalf of the Company, shall survive the Incapacity of any Person hereby giving such power, and the Transfer transfer or assignment of all or any portion of the Interest of such Person Membership Interestin the Company, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Non-Managing Member of all of its Membership InterestInterest in the Company, the foregoing power of attorney of an assignor Non-Managing Member shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a Substituted Substitute Member and all required documents and instruments shall have been duly executed, filed filed, and recorded to effect such substitution.

Appointment of Managing Member as Attorney-in-Fact. (a) Each Non-Managing Member, including each Additional Member and Substitute Substituted Member that are Non-Managing Members, irrevocably makes, constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Managing Member deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Managing Member, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Managing Member deems appropriate to reflect a change or modification of the Company in accordance with to the extent the express terms of this AgreementAgreement permit the Managing Member to undertake such action on a unilateral basis. (iii) All conveyances of Company assets, and other instruments which the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement. (b) The appointment by all Non-Managing Members of the Managing Member as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Non-Managing Members and Assignees under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action by it on behalf of the Company, shall survive the Incapacity of any Person hereby giving such power, and the Transfer or assignment of all or any portion of the such Person Membership Person’s Company Interest, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Non-Managing Member of all of its Membership Company Interest, the foregoing power of attorney of an assignor Non-Managing Member shall survive such assignment only until such time as the Assignee shall have been admitted to the Company as a Substituted Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.