Common use of Authority to Execute Documents Clause in Contracts

Authority to Execute Documents. During the life of the Company and during any additional period authorized in accordance with this Agreement to dissolve, liquidate and wind up the affairs of the Company, each of the Members hereby irrevocably designates and appoints the Manager and any duly appointed agent of the Manager, with full power of substitution, to be the Member's true and lawful attorney-in-fact with the power, from time to time, in the name, place and stead of the Member to do any ministerial act necessary to qualify the Company to do business under the laws of any jurisdiction in which it is necessary to file any instrument in writing in connection with such qualification and to make, execute, swear to and acknowledge, amend, file, record, deliver and publish in conformance with the provisions of this Agreement (a) the Certificate, (b) a counterpart of this Agreement or of any amendment hereto for the purpose of filing or recording such counterpart in any jurisdiction in which the Company may own property or transact business, (c) all certificates and other instruments necessary to qualify or continue the Company as a limited liability company in the State of Delaware or in any jurisdiction where the Company may own property or be doing business, (d) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Company, including, without limitation, to enable the Company to conduct its business under such name or names as the Manager may determine from time to time, (e) any other instrument that is now or may hereafter be required by law to be filed for or on behalf of the Company, (f) any other instruments or documents that the Manager deems necessary to conduct the operation of the Company, (g) any amendment to this Agreement pursuant to Section 12.2 hereof and (h) a certificate or other instrument evidencing the dissolution or termination of the Company when such shall be appropriate in each jurisdiction in which the Company shall own property or do business.

Authority to Execute Documents. During the life of the Company and during any additional period authorized in accordance with this Agreement to dissolve, liquidate and wind up the affairs of the Company, each of the Members hereby irrevocably designates and appoints the Manager and any duly appointed agent of the Manager, with full power of substitution, to be the Member's true and lawful attorney-in-fact with the power, from time to time, in the name, place and stead of the Member to do any ministerial act necessary to qualify the Company to do business under the laws of any jurisdiction in which it is necessary to file any instrument in writing in connection with such qualification and to make, execute, swear to and acknowledge, amend, file, record, deliver and publish in conformance with the provisions of this Agreement (a) the Certificate, (b) a counterpart of this Agreement or of any amendment hereto for the purpose of filing or recording such counterpart in any jurisdiction in which the Company may own property or transact business, (c) all certificates and other instruments necessary to qualify or continue the Company as a limited liability company in the State of Delaware or in any jurisdiction where the Company may own property or be doing business, (d) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Company, including, without limitation, to enable the Company company to conduct its business under such name or names as the Manager may determine from time to time, (e) any other instrument that is now or may hereafter be required by law to be filed for or on behalf of the Company, (f) any other instruments or documents that the Manager deems necessary to conduct the operation of the Company, (g) any amendment to this Agreement pursuant to Section 12.2 hereof and (h) a certificate or other instrument evidencing the dissolution or termination of the Company when such shall be appropriate in each jurisdiction in which the Company shall own property or do business.

Authority to Execute Documents. During the life of the Company and (to the extent a manager remains) during any additional period authorized in accordance with this Agreement to dissolve, liquidate and wind up the affairs of the Company, each of the undersigned Members hereby irrevocably designates and appoints the Manager Robert Grimes and Ariel Amir, and each of them, and any duly successors of xxxx xxxxxxxs, anx xxx xxxx appointed agent of the Managersuch managers, with full power of substitution, to be the Member's true and lawful attorney-in-fact with the power, power from time to time, time in the name, place and stead of the Member to do any ministerial act necessary to qualify the Company to do business under the laws of any jurisdiction in which it is necessary to file any instrument in writing in connection with such qualification qualification, and to make, execute, swear to and acknowledge, amend, file, record, deliver and publish in conformance with the provisions of this Agreement (ai) the CertificateCertificate for the Company, (bii) a counterpart of this Agreement or of any amendment hereto for the purpose of filing or recording such counterpart in any jurisdiction in which the Company may own property or transact business, (ciii) all certificates and other instruments necessary to qualify or continue the Company as a limited liability company in the State of Delaware or in any jurisdiction where the Company may own property or be doing business, (div) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Company, including, without limitation, to enable the Company to conduct its business under such name or names as the Manager may determine from time to time, (ev) any other instrument that is now or may hereafter be required by law to be filed for or on behalf of the Company, (fvi) any other instruments or documents that the Manager board of managers deems necessary to conduct the operation of the Company; provided, that, such instrument or document is not inconsistent with the terms of this Agreement in effect at that time and does not result in a material liability to such Member, (gvii) any amendment to this Agreement adopted pursuant to Section 12.2 SECTION 14.1 hereof and (hviii) a certificate or other instrument evidencing the dissolution or termination of the Company when such shall be appropriate in Delaware and each other jurisdiction in which the Company shall own property or do business.

Authority to Execute Documents. During the life of the Company and (to the extent a manager remains) during any additional period authorized in accordance with this Agreement to dissolve, liquidate and wind up the its affairs of the Company, each of the undersigned Members hereby irrevocably designates and appoints the Manager Robexx X. Xxxxxx xxx Ariex Xxxx, xxd each of them, and any successors of such managers, and any duly appointed agent of the Managersuch managers, with full power of substitution, to be the Member's true and lawful attorney-in-fact with the power, power from time to time, time in the name, place and stead of the Member to do any ministerial act necessary to qualify the Company to do business under the laws of any jurisdiction in which it is necessary to file any instrument in writing in connection with such qualification qualification, and to make, execute, swear to and acknowledge, amend, file, record, deliver and publish in conformance with the provisions of this Agreement (ai) the CertificateCertificate for the Company, (bii) a counterpart of this Agreement or of any amendment hereto for the purpose of filing or recording such counterpart in any jurisdiction in which the Company may own property or transact business, (ciii) all certificates and other instruments necessary to qualify or continue the Company as a limited liability company in the State of Delaware or in any jurisdiction where the Company may own property or be doing business, (div) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Company, including, without limitation, to enable the Company to conduct its business under such name or names as the Manager may determine from time to time, (ev) any other instrument that is now or may hereafter be required by law to be filed for or on behalf of the Company, (fvi) any other instruments or documents that the Manager board of managers deems necessary to conduct the operation of the CompanyCom13.1abpany; provided, that, such instrument or document is not inconsistent with the terms of this Agreement in effect at that time and does not result in a material liability to such Member, (gvii) any amendment to this Agreement adopted pursuant to Section 12.2 SECTION 14.1 hereof and (hviii) a certificate or other instrument evidencing the dissolution or termination of the Company when such shall be appropriate in Delaware and each other jurisdiction in which the Company shall own property or do business.

Authority to Execute Documents. During the life of the Company and ------------------------------ during any additional period authorized in accordance with this Agreement to dissolve, liquidate and wind up the affairs of the Company, each of the Members hereby irrevocably designates and appoints the Manager, for so long as it is Manager and any duly appointed agent of the Manager, with full power of substitutionCompany hereunder, to be the Member's true and lawful attorney-attorney- in-fact with the power, from time to time, in the name, place and stead of the Member to do any ministerial act necessary to qualify the Company to do business under the laws of any jurisdiction in which it is necessary to file any instrument in writing in connection with such qualification and to make, execute, swear to and acknowledge, amend, file, record, deliver and publish in conformance with the provisions of this Agreement (a) the Certificate, (b) a counterpart of this Agreement or of any amendment hereto for the purpose of filing or recording such counterpart in any jurisdiction in which the Company may own property or transact business, (c) all certificates and other instruments necessary to qualify or continue the Company as a limited liability company in the State of Delaware or in any jurisdiction where the Company may own property or be doing business, (d) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Company, including, without limitation, to enable the Company to conduct its business under the name "Telcom Plus" or such other name or names as the Manager Member Designees may determine determine, from time to time, by Supermajority Vote, and (e) any other instrument that is now or may hereafter be required by law to be filed for or on behalf of the Company, (f) any other instruments or documents that the Manager deems necessary to conduct the operation of the Company, (g) any amendment to this Agreement pursuant to Section 12.2 hereof and (h) a certificate or other instrument evidencing the dissolution or termination of the Company in accordance with the Agreement when such shall be appropriate in each jurisdiction in which the Company shall own property or do business.

Authority to Execute Documents. During the life of the Company and during any additional period authorized in accordance with this Agreement to dissolve, liquidate and wind up the affairs of the Company, each of the Members hereby irrevocably designates and appoints the Manager and any duly appointed agent of the Manager, with full power of substitution, to be the Member's true and lawful attorney-in-fact with the power, from time to time, in the name, place and stead of the Member to do any ministerial act necessary to qualify the Company to do business under the laws of any jurisdiction in which it is necessary to file any instrument in writing in connection with such qualification and to make, execute, swear to and acknowledge, amend, file, record, deliver and publish in conformance with the provisions of this Agreement (a) the Certificate, (b) a counterpart of this Agreement or of any amendment hereto for the purpose of filing or recording such counterpart in any jurisdiction in which the Company may own property or transact business, (c) all certificates and other instruments necessary to qualify or continue the Company as a limited liability company in the State of Delaware or in any jurisdiction where the Company may own property or be doing business, (d) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Company, including, without limitation, to enable the Company to conduct its business under the name "Telcom Plus" or such other name or names as the Manager may determine from time to time, (e) any other instrument that is now or may hereafter be required by law to be filed for or on behalf of the Company, (f) any other instruments or documents that the Manager Manger deems necessary to conduct the operation of the Company, (g) any amendment to this Agreement pursuant to Section 12.2 hereof and (h) a certificate or other instrument evidencing the dissolution or termination of the Company when such shall be appropriate in each jurisdiction in which the Company shall own property or do business.

Authority to Execute Documents. During the life Term of the Company and (to the extent any Manager remains) during any additional period authorized in accordance with this Agreement to dissolve, liquidate and wind up the affairs of the Company, each of the Members hereby irrevocably designates and appoints the Manager Managers, and any successor of the Managers, and any duly appointed agent of the ManagerManagers, with full power of substitution, to be the Member's true and lawful attorney-in-fact with the power, power from time to time, time in the name, place place, and stead of the Member to do any ministerial act necessary to qualify the Company to do business under the laws of any jurisdiction in which it is necessary to file any instrument in writing in connection with such qualification qualification, and to make, execute, swear to and acknowledge, amend, file, record, deliver deliver, and publish in conformance with the provisions of this Agreement (ai) the Certificate, ; (bii) a counterpart of this Agreement or of any amendment hereto for the purpose of filing or recording such counterpart in any jurisdiction in which the Company may own property or transact business, ; (ciii) all certificates and other instruments necessary to qualify or continue the Company as a limited liability company in the State of Delaware or in any jurisdiction where the Company may own property or be doing business, ; (div) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Company, including, without limitation, to enable the Company to conduct its business under such name or names as the Manager may determine from time to time, ; (ev) any other instrument that is now or may hereafter be required by law to be filed for or on behalf of the Company, ; (fvi) any other instruments or documents that the Manager deems Managers deem necessary to conduct the operation operations of the Company, ; provided that such instrument or document is not inconsistent with the terms of this Agreement in effect at that time; (gvii) any document or instrument required to approve or effect a Reorganization described in Section 5.4; (viii) any amendment to this Agreement pursuant to Section 12.2 hereof 14.1 hereof; and (hix) a certificate or other instrument evidencing the dissolution or termination of the Company when such shall be appropriate in each jurisdiction in which the Company shall own property or do business.