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

Appointment of Managing Member as Attorney. in-Fact. Each Management Member hereby irrevocably constitutes, appoints and empowers the Managing Member and its duly authorized officers, managers, agents, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorneys-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 permitted or required by this Agreement or the Act, including amendments required to effect the admission of a Member pursuant to and as permitted by this Agreement or to revoke any admission of a Member which is prohibited by this Agreement; (b) any certificate of cancellation of the Certificate of Formation that may be necessary upon the termination of the Company; (c) any business certificate, certificate of formation, amendment thereto, or other instrument or document of any kind necessary to accomplish the Company Business; (d) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to effectuate or reflect the dissolution, termination and liquidation of the Company pursuant to the terms of this Agreement; (e) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to effectuate or reflect the conversion, contribution or other actions contemplated by this Agreement; and (f) all other instruments that may be required or permitted by law to be filed on behalf of the Company and that are not inconsistent with this Agreement. The Managing Member shall not take action as attorney-in-fact for any Member which would in any way increase the liability of the Member beyond the liability expressly set forth in this Agreement or which would diminish the substantive rights of such Member.

Appointment of Managing Member as Attorney. in-Fact. Each Management Member hereby irrevocably constitutes, appoints and empowers the Managing Member and its duly authorized officers, managers, agents, successors and assignees, with full power of substitution and resubstitution, as its true and lawful attorneys-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 permitted or required by this Agreement or the Act, including amendments required to effect the admission of a Member pursuant to and as permitted by this Agreement or to revoke any admission of a Member which is prohibited by this Agreement; (b) any certificate of cancellation of the Certificate of Formation that may be necessary upon the termination of the Company; (c) any business certificate, certificate of formation, amendment thereto, or other instrument or document of any kind necessary to accomplish the Company Business; (d) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to effectuate or reflect the dissolution, termination and liquidation of the Company pursuant to the terms of this Agreement; (e) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to effectuate or reflect the conversion, contribution or other actions contemplated by this Agreement; and (f) all other instruments that may be required or permitted by law to be filed on behalf of the Company and that are not inconsistent with this Agreement. The Managing Member shall not take action as attorney-in-fact for any Member which would in any way increase the liability of the Member beyond the liability expressly set forth in this Agreement or which would diminish the substantive rights of such Member.

Appointment of Managing Member as Attorney. in-Fact. Each Management In order to facilitate amendments of this Agreement which require the signatures of each Member hereby or a specified Member and a proposed additional or substituted Member and the preparation and signing of other documentation in connection with the Company, each Member by his or her signature hereto irrevocably constitutesmakes, constitutes and appoints and empowers the Managing Member Member; each person who shall hereafter become a Managing Member, and its duly authorized officerseach of them, managers, agents, successors and assignees, with full power of substitution and resubstitution, as its his true and lawful attorneys-in-fact, attorney in its his name, place and stead and for its use and benefitsxxxx with the power from time to time to make, to execute, certifyswear to, acknowledge, verify, deliver, file, record and swear to all instruments, agreements and documents necessary or advisable to carrying out the followingpublish: (a) any and all amendments to this Agreement that All certificates or other instruments which may be permitted or required by this Agreement or the Act, including amendments required to effect be filed by the admission Company under the laws of a the State of Indiana or of any other state or jurisdiction in which the Company shall transact business or in which the Managing Member pursuant shall deem it advisable to and as permitted by this Agreement or to revoke any admission of a Member which is prohibited by this Agreementfile; (b) any certificate of cancellation All documents, certificates or other instruments, including, without limiting the generality of the Certificate foregoing, any and all amendments and modifications of Formation that this Agreement or of the instruments described in section 10.1 which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement and by way of extension and not in limitation to do all such other things as shall be necessary upon to continue the termination Company under the laws of the CompanyState of Indiana and of any state or jurisdiction in which it shall do business; (c) any business certificateAll documents, certificate of formation, amendment thereto, certificates or other instrument instruments deemed desirable by the Managing Member or document required in connection with amendments to this Agreement which the Managing Member may make without the approval of any kind necessary Member pursuant to accomplish the Company Business;section 9.1; and (d) all conveyances and All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company or documents that the organization of any new limited liability company occurring by the withdrawal, death, bankruptcy, liquidation, dissolution, adjudication of insanity or incompetency or other cessation of existence of the Managing Member deems appropriate or necessary to effectuate or reflect the dissolution, termination and liquidation of the Company pursuant to the terms of this Agreement; (e) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to effectuate or reflect the conversion, contribution or other actions contemplated by this Agreement; and (f) all other instruments that may be required or permitted by law to be filed on behalf of the Company and that are not inconsistent with this Agreement. The Managing Member shall not take action as attorney-in-fact for any Member which would in any way increase the liability of the Member beyond the liability expressly set forth in this Agreement or which would diminish the substantive rights of such Memberhereinbefore provided.

Appointment of Managing Member as Attorney. in-Fact. Each Management In order to facilitate amendments of this Agreement which require the signatures of each Member hereby or a specified Member and a proposed additional or substituted Member and the preparation and signing of other documentation in connection with the Company, each Member by his or her signature hereto irrevocably constitutesmakes, constitutes and appoints and empowers the Managing Member and Member, including each person who shall hereafter become a Managing Member, or its duly authorized officersdesignee, managers, agents, successors and assignees, with full power of substitution and resubstitution, as its his true and lawful attorneys-in-fact, attorney in its his name, place and stead and for its use and benefitxxxxx with the power from time to time to make, to execute, certifyswear to, acknowledge, verify, deliver, file, record and swear to all instruments, agreements and documents necessary or advisable to carrying out the followingpublish: (a) any and all amendments to this Agreement that All certificates or other instruments which may be permitted or required by this Agreement or the Act, including amendments required to effect be filed by the admission Company under the laws of a the State of Delaware or of any other state or jurisdiction in which the Company transacts business or in which the Managing Member pursuant deems advisable to and as permitted by this Agreement or to revoke any admission of a Member which is prohibited by this Agreementfile; (b) any certificate of cancellation All documents, certificates or other instruments, including, without limiting the generality of the Certificate foregoing, any and all amendments and modifications of Formation that this Agreement or of the instruments described in section 10.1 which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement and by way of extension and not in limitation to do all such other things as are necessary upon to continue the termination Company under the laws of the CompanyState of Delaware and of any state or jurisdiction in which it does business; (c) any business certificateAll documents, certificate of formation, amendment thereto, certificates or other instrument instruments deemed desirable by the Managing Member or document required in connection with amendments to this Agreement which the Managing Member may make without the approval of any kind necessary Member pursuant to accomplish the Company Business;section 10.1; and (d) all conveyances and All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company or documents that the organization of any new limited liability company occurring by the withdrawal, death, bankruptcy, liquidation, dissolution, adjudication of insanity or incompetency or other cessation of existence of the Managing Member deems appropriate or necessary to effectuate or reflect the dissolution, termination and liquidation of the Company pursuant to the terms of this Agreement; (e) all conveyances and other instruments or documents that the Managing Member deems appropriate or necessary to effectuate or reflect the conversion, contribution or other actions contemplated by this Agreement; and (f) all other instruments that may be required or permitted by law to be filed on behalf of the Company and that are not inconsistent with this Agreement. The Managing Member shall not take action as attorney-in-fact for any Member which would in any way increase the liability of the Member beyond the liability expressly set forth in this Agreement or which would diminish the substantive rights of such Memberhereinbefore provided.