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

Appointment of Managing Member as Attorney-in-Fact. (a) Execution of Documents. Each Member, including each Additional Member and Substituted Member that is a Member, 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: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, that 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 of this Agreement, and all instruments that the Managing Member deems appropriate in accordance with the terms of this Agreement. (iii) All conveyances of Company Assets and other instruments that the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement.

Appointment of Managing Member as Attorney-in-Fact. (a) Execution of Documents. Each Member, including each Additional Member and Substituted Member that is a Member, irrevocably makes, constitutes and appoints the Managing Memberappoints, 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, the Managing Member as its true and Lawful lawful attorney-in-fact with full power and authority in its name, place and stead to execute, certify, 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, includingincluding but not limited to: (i1) All certificates and other instruments (including counterparts of this Agreement), and all amendments theretoany amendment thereof, that which the Managing Member deems appropriate to form, qualify, qualify or continue or otherwise operate the Company as a limited liability company company; (2) Any other instrument or other entity in document which may be required to be filed by the Company under the laws of any state or which the Members will have limited liability comparable Managing Member deems advisable 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.file; (ii3) All amendments to this Agreement adopted in accordance with the terms hereof and all instruments which the Members deem appropriate to reflect a change or modification of the Company in accordance with this Agreement; and (4) Any instrument or document, including amendments to this Agreement, and all instruments that which may be required to effect the continuation of the Company, the admission of a substituted Member or an additional Member (including a power of attorney granted to the Managing Member deems appropriate in accordance with by a transferee of a Member's Interest pursuant to this Section 18), or the terms of this Agreement. (iii) All conveyances of Company Assets and other instruments that the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to (provided the continuation, admission or dissolution and termination are in accordance with this Agreement).