Common use of Appointment of Power of Attorney Clause in Contracts

Appointment of Power of Attorney. Each Additional Member by its execution of this Agreement irrevocably makes, constitutes and appoints the Managing Member as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file: (i) any amendment or waiver of any provision of this Agreement that has been adopted or made as herein provided; (ii) all certificates and other instruments deemed advisable by the Managing Member to comply with the provisions of this Agreement and applicable law or to permit the Company to become or to continue as a limited liability company or other entity wherein the Additional Members have limited liability in each jurisdiction where the Company may be doing business; (iii) all instruments that the Managing Member deems appropriate to reflect a change or modification of this Agreement or the Company in accordance with this Agreement; (iv) all conveyances and other instruments or papers deemed advisable by the Managing Member, to effect the dissolution, winding up and termination of the Company pursuant to the provisions of this Agreement; (v) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Company; and (vi) all other instruments or papers not inconsistent with the terms of this Agreement which may be required by law to be filed on behalf of the Company.

Appointment of Power of Attorney. Each Additional Member Limited Partner by its execution of this the Subscription Agreement irrevocably makes, constitutes and appoints the Managing Member General Partner as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file: (i) any amendment or waiver of any provision of this Agreement that has been adopted or made as herein provided; (ii) all certificates and other instruments deemed advisable by the Managing Member General Partner to comply with the provisions of this Agreement and applicable law or to permit the Company Partnership to become or to continue as a limited liability company partnership or other entity wherein the Additional Members Limited Partners have limited liability in each jurisdiction where the Company Partnership may be doing business; (iii) all instruments that the Managing Member General Partner deems appropriate to reflect a change or modification of this Agreement or the Company Partnership in accordance with this Agreement; (iv) all documents that the General Partner deems appropriate with respect to Special Purpose Investment Vehicles or Alternative Investment Vehicles which shall comply with the provisions set forth herein; (v) in connection with any loan made to a Defaulting Partner pursuant to Section 3.1(e) (Defaults), (vi) all conveyances and other instruments or papers deemed advisable by the Managing MemberGeneral Partner, to effect the dissolution, winding up dissolution and termination Termination of the Company Partnership pursuant to the provisions of this Agreement; (vvii) all fictitious or assumed name certificates required or permitted to be filed on behalf of the CompanyPartnership; and (viviii) all other instruments or papers not inconsistent with the terms of this Agreement which may be required by law to be filed on behalf of the CompanyPartnership.