Common use of Consent and Power of Attorney Clause in Contracts

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix X. Xxxxxxxxx, Xxhn X. Xxxxxxxxxxx xxx Chrixxxxxxx X. Xxxx, xxdividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if the Contributor elects to redeem its Units for cash immediately after the Closing) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the Consolidation. Each Contributor shall promptly notify the General Partner if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, Agreement and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix X. Xxxxxxxxx, Xxhn X. Xxxxxxxxxxx xxx Chrixxxxxxx X. Xxxx, xxdividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if the Contributor elects to redeem its Units for cash immediately after the Closing) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the Consolidation. Each Contributor shall promptly notify , including, without limitation, to consummate the General Partner if any transactions which are the subject matter of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the ClosingMajor Partner Agreement.

Consent and Power of Attorney. The General Partner Managing Member hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix Xxxxx X. Xxxxxxxxx, Xxhn Xxxx X. Xxxxxxxxxxx xxx Chrixxxxxxx and Xxxxxxxxxxx X. Xxxx, xxdividuallyindividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if as such term is defined in the Contributor elects to redeem its Units for cash immediately after the ClosingMemorandum) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner Managing Member reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the ConsolidationAgreement. Each Contributor shall promptly notify the General Partner Managing Member if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix X. Xxxxxxxxx, Xxhn X. Xxxxxxxxxxx xxx Chrixxxxxxx X. Xxxx, xxdividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if the Contributor elects to redeem its Units for cash immediately after the Closing) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the Consolidation. Each Contributor shall promptly notify the General Partner if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix X. Xxxxxxxxx, Xxhn X. Xxxxxxxxxxx xxx Chrixxxxxxx X. Xxxx, xxdividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the MemorandumMemorandum (or to the REIT pursuant to Section 11.10), to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if the Contributor elects to redeem its Units for cash immediately after the Closing) and ), to execute any instruments required to be filed in connection with the Conveyance Taxes, Taxes and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the ConsolidationConsolidation (or the REIT determines necessary or appropriate in connection with its purchase), including, without limitation, to consummate the transactions which are the subject matter of the Major Partner Agreement. Each Contributor shall promptly notify the General Partner if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix Xxxxx X. Xxxxxxxxx, Xxhn Xxxx X. Xxxxxxxxxxx xxx Chrixxxxxxx and Xxxxxxxxxxx X. Xxxx, xxdividuallyindividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if as such term is defined in the Contributor elects to redeem its Units for cash immediately after the ClosingMemorandum) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the ConsolidationAgreement. Each Contributor shall promptly notify the General Partner if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, Agreement and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix Xxxxx X. Xxxxxxxxx, Xxhn Xxxx X. Xxxxxxxxxxx xxx Chrixxxxxxx and Xxxxxxxxxxx X. Xxxx, xxdividuallyindividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if as such term is defined in the Contributor elects to redeem its Units for cash immediately after the ClosingMemorandum) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the ConsolidationAgreement. Each Contributor shall promptly notify the General Partner if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix Xxxxx X. Xxxxxxxxx, Xxhn Xxxx X. Xxxxxxxxxxx xxx Chrixxxxxxx and Xxxxxxxxxxx X. Xxxx, xxdividuallyindividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if as such term is defined in the Contributor elects to redeem its Units for cash immediately after the ClosingMemorandum) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the ConsolidationAgreement. Each Contributor shall promptly notify the General Partner if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.

Consent and Power of Attorney. The General Partner hereby consents to the contribution of the Contributed Interests pursuant hereto by each of the Contributors. Each Contributor is executing a Partner Consent pursuant to which such Contributor (a) is executing this Agreement, and (b) is consenting to each matter set forth therein. In addition, by executing this Agreement pursuant to the Consent, each Contributor is constituting and appointing each of Davix X. Xxxxxxxxx, Xxhn X. Xxxxxxxxxxx xxx Chrixxxxxxx X. Xxxx, xxdividually, with full power of substitution, the true and lawful attorney-in-fact (the "Attorney") of such Contributor, with full power and authority in the name of and for and on behalf of such Contributor, to execute an instrument of conveyance contributing his, her or its Contributed Interests to Operating Partnership pursuant to the Consolidation on the terms set forth in the Memorandum, to execute the Partnership Agreement of Operating Partnership and the Registration Rights Agreement and a Unit Redemption Agreement (if the Contributor elects to redeem its Units for cash immediately after the Closing) and to execute any instruments required to be filed in connection with the Conveyance Taxes, and to execute any other instruments that the General Partner reasonably determines necessary or appropriate in connection with the contribution of the Contributed Interests pursuant to this Agreement and the consummation of the Consolidation. Each Contributor shall promptly notify the General Partner if any of the representations and warranties by that partner were not true and correct when made or become untrue at any time prior to the Closing.