Common use of Creation of Power of Attorney Clause in Contracts

Creation of Power of Attorney. Each Limited Partner, by the execution hereof or of a counterpart hereof by such Limited Partner or such Limited Partner’s agent or other attorney on behalf of such Limited Partner, or by such Limited Partner’s conduct in subscribing for Units or otherwise, or by other means, hereby irrevocably nominates, constitutes and appoints the General Partner, with full power of substitution, as his or her true and lawful attorney and agent, with full power and authority in his or her name, place and xxxxx to execute, under seal or otherwise, swear to, acknowledge, deliver, make, record and file when, as and where required or appropriate, any and all of the following: (a) this Agreement and counterparts hereof, and all documents and instruments necessary or appropriate to form, qualify or continue the qualification of the Partnership as a valid and subsisting limited partnership in any jurisdiction where the Partnership may carry on business or own or lease property in order to establish or maintain the limited liability of the Limited Partners and to comply with the applicable laws of any such jurisdiction; (b) all documents, instruments and certificates necessary to reflect any amendments to this Agreement which are approved pursuant to Article 16 hereof; (c) all documents, instruments and certificates necessary to implement or facilitate the exercise of the Buyout Right or the Takeout Right or a transfer of Units pursuant to Section 14.3 hereof; (d) all conveyances, agreements, documents and other instruments necessary to facilitate and implement the dissolution and termination of the Partnership, if such dissolution and termination of the Partnership is authorized pursuant hereto, including the cancellation of any Certificate and the distribution of the assets of the Partnership; (e) all instruments, deeds, agreements or documents executed by the General Partner in carrying on the Business of the Partnership as authorized in this Agreement, including those necessary to purchase, sell, or hold the Partnership’s assets; (f) all applications, elections, determinations or designations under the Tax Act or taxation legislation of any province or territory with respect to the affairs of the Partnership or a Limited Partner’s interest in the Partnership, including elections under subsections 85(2) and 98(3) of the Tax Act and the corresponding provisions of applicable provincial legislation in respect of the dissolution of the Partnership; (g) any instrument or document which may be required to effect the continuation of the Partnership, or the admission of an additional or substitute Partner; and (h) any instrument or document required or appropriate to be filed with any governmental body or respecting the business, property and assets of the Partnership or this Agreement but the foregoing grant of authority shall not include the authority to transfer the interest of the Limited Partner in his or her Units except in connection with the exercise of the Buyout Right or the Takeout Right or a transfer of Units pursuant to Section 14.3 hereof or to execute any proxy on behalf of any Limited Partner or to vote in respect of any Special Resolution. By purchasing Units or accepting transfer of a Unit or accepting assignment of the interest of a Limited Partner as the beneficial owner or holder of a Unit, each Limited Partner acknowledges and agrees that he or she has given such power of attorney and will ratify any and all actions taken by the General Partner pursuant to such power of attorney.

Creation of Power of Attorney. Each Limited Partner, by the execution hereof or of a counterpart hereof by such Limited Partner or such Limited Partner’s agent or other attorney on behalf of such Limited Partner, or by such Limited Partner’s conduct in subscribing for Units or otherwisein accordance with the procedures described in the Prospectus and this Agreement, or by other meansand each person who is a transferee of a Unit and assignee of the interest of a Limited Partner from the holder of a Unit, hereby irrevocably nominates, constitutes and appoints the General Partner, with full power of substitution, as his or her true and lawful attorney and agent, with full power and authority in his or her name, place and xxxxx to execute, under seal or otherwise, swear to, acknowledge, deliver, make, record and file when, as and where required or appropriate, any and all of the following: (a) this Agreement and counterparts hereof, and all documents and instruments necessary or appropriate to form, qualify or continue the qualification of the Partnership as a valid and subsisting limited partnership in any jurisdiction where the Partnership may carry on business or own or lease property in order to establish or maintain the limited liability of the Limited Partners and to comply with the applicable laws of any such jurisdiction; (b) all documents, instruments and certificates necessary to reflect any amendments to this Agreement which are approved pursuant to Article 16 hereof; (c) all documents, instruments and certificates necessary to implement or facilitate the exercise of the Buyout Right or the Takeout Right or a transfer of Units pursuant to Section 14.3 hereof; (d) all conveyances, agreements, documents and other instruments necessary to facilitate and implement the dissolution and termination of the Partnership, if such dissolution and termination of the Partnership is authorized pursuant hereto, including the cancellation of any Certificate and the distribution of the assets of the Partnership; (ed) all instruments, deeds, agreements or documents executed by the General Partner in carrying on the Business of the Partnership as authorized in this Agreement, including those necessary to purchase, sell, or hold the Partnership’s assets, or effect a merger or consolidation of the Partnership with one or more Related Entities, as contemplated in this Agreement; (fe) all applications, elections, determinations or designations under the Tax Act or taxation legislation of any province or territory with respect to the affairs of the Partnership or a Limited Partner’s interest in the Partnership, including elections under subsections 85(2) and 98(3) of the Tax Act and the corresponding provisions of applicable provincial legislation in respect of the dissolution of the Partnership; (gf) any instrument or document which may be required to effect the continuation of the Partnership, or the admission of an additional or substitute Partner; and; (g) any instrument with respect to the disposition of a Limited Partner’s Units if such Limited Partner becomes a “non-resident” of Canada or, in the case of a Limited Partner that is a partnership, if such Limited Partner ceases to be a “Canadian partnership”, in either case for purposes of the Tax Act; (h) any instrument or document required or appropriate to be filed with any governmental body or respecting the business, property and assets of the Partnership or this Agreement but the foregoing grant of authority shall not include the authority to transfer the interest of the Limited Partner in his or her Units except in connection with the exercise of the Buyout Right or the Takeout Right or a transfer of Units pursuant to Section 14.3 hereof or to execute any proxy on behalf of any Limited Partner or to vote in respect of any Special Ordinary Resolution or any Extraordinary Resolution; and (i) any instrument, deed, agreement or document necessary to accept, facilitate or effect an Offer or a Liquidity Event that has been approved by Extraordinary Resolution. By purchasing Units or accepting transfer of a Unit or accepting assignment of the interest of a Limited Partner as the beneficial owner or holder of a Unit, each Limited Partner acknowledges and agrees that he or she has given such power of attorney and will ratify any and all actions taken by the General Partner pursuant to such power of attorney. As well, by purchasing Units upon the issue thereof, each Limited Partner acknowledges and agrees that he or she has authorized an authorized member of the selling group formed by the General Partner to act as his or her attorney to execute on his or her behalf a Subscription Agreement and Power of Attorney.

Creation of Power of Attorney. (1) Each Limited Partner, and each Person who is a transferee of a Unit, by the execution hereof or of a counterpart hereof by such Limited Partner or such Limited Partner’s agent or other an attorney on behalf of such Limited Partner, or by such Limited Partner’s conduct in subscribing for Units or otherwise, or by other means, hereby irrevocably nominates, constitutes and appoints the General Partner, both before and after dissolution of the Limited Partnership, with full power of substitution, as his or her true and lawful attorney and agent, with full power and authority in his or her name, place and xxxxx to execute, under seal or otherwise, swear to, acknowledge, deliver, make, record and file when, as and where required or appropriate, any and all of the following: (a) this Agreement and any amendments, restatements and counterparts hereof, the Record, the Declaration and all documents and instruments necessary or appropriate to form, qualify or continue the qualification of the Limited Partnership as a valid and subsisting limited partnership in any jurisdiction where the Limited Partnership may carry on business or own or lease property in order to establish or maintain the limited liability of the Limited Partners and to comply with the applicable laws of any such jurisdiction; (b) any instrument and any amendment to the Declaration necessary to reflect any amendments to this Agreement; (c) all documents, instruments and certificates necessary to reflect any amendments to this Agreement which are approved pursuant to Article 16 hereof; (c) all documents, instruments and certificates necessary to implement or facilitate the exercise of the Buyout Right or the Takeout Right or a transfer of Units pursuant to Section 14.3 hereof16; (d) all conveyances, agreements, documents and other instruments necessary to facilitate and implement the dissolution and termination of the PartnershipLimited Partnership including the distribution and partition of assets distributed to Partners on dissolution as well as elections, if such dissolution and termination of the Limited Partnership is authorized pursuant hereto, including the cancellation of any Certificate certificate and the distribution of the assets of the Limited Partnership; (e) all instruments, deeds, agreements or documents executed by the General Partner in carrying on the Business business of the Limited Partnership as authorized in this Agreement, including those necessary to purchase, sell, or hold the Limited Partnership’s assets; (f) with respect to the sale of a Limited Partner's Units by the General Partner in the circumstances described in the Agreement including pursuant to Sections 2.9, 4.7 and 7.4 of the Agreement, if such Limited Partner becomes a non-resident of Canada for purposes of the Tax Act or an entity an interest in which is a "tax shelter investment” for purposes of the Tax Act; (g) all applications, elections, determinations or designations under the Tax Act or taxation legislation of any province or territory with respect to the affairs of the Limited Partnership or a Limited Partner’s interest in the Limited Partnership, including elections under subsections 85(2) and 98(3) of the Tax Act and the corresponding provisions of applicable provincial legislation in respect of the dissolution of the Limited Partnership; (gh) all documents on its behalf and in the Limited Partner’s name as may be necessary to give effect to the sale or assignment of Units or to give effect to the admission of a transferee of Units to the Limited Partnership; (i) any instrument or document which may be required to effect the continuation of the Limited Partnership, or the admission of an additional or substitute Partner; (j) any application or further application for orders from relevant securities regulatory authorities exempting the Limited Partnership from any continuous disclosure requirements, from time to time required by applicable law; and (hk) any instrument or document required or appropriate to be filed with any governmental body or respecting the business, property and assets of the Limited Partnership or this Agreement but the foregoing grant of authority shall not include the authority to transfer the interest of the Limited Partner in his or her Units except in connection with the exercise of the Buyout Right or the Takeout Right or a transfer of Units pursuant to Section 14.3 hereof or to execute any proxy on behalf of any Limited Partner or to vote in respect of any Special Resolution. Agreement. (2) By purchasing Units or accepting transfer of a Unit or receiving Units as a result of the Share Exchange Transaction or accepting assignment of the interest of a Limited Partner as the beneficial owner or holder of a Unit, each Limited Partner acknowledges and agrees that he or she has given such power of attorney and will ratify any and all actions taken by the General Partner pursuant to such power of attorney.