Duration of Power. The power of attorney granted herein is hereby declared to be irrevocable and a power coupled with an interest in recognition of the fact that each of the Partners will be relying upon the power of the General Partner or Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner's or Assignee's Partnership Interest, shall survive the Incapacity of the Limited Partner, and shall extend to such Limited Partner's or Assignee's heirs, successors, assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any action taken by the General Partner or Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or Liquidator, taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the General Partner's or Liquidator's request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, reasonably deems necessary to effectuate this Agreement and the purposes of the Partnership.
Duration of Power. The foregoing power of attorney is irrevocable and is expressly acknowledged as a special power, coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the General Partner, any Liquidator and, in each case any Person acting on behalf thereof, to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Units or other Partnership Interests (as the case may be) and shall extend to such Person’s heirs, successors, assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner, any Liquidator and Persons acting on behalf of each, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner, any Liquidator and any Person acting on behalf of either of them, taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner, the Liquidator and any Person acting on behalf of either of them, within fifteen (15) days after receipt of each request therefor, such further designation, powers of attorney and other instruments as the General Partner, the Liquidator or any Person acting on behalf of either of them (as the case may be), deems necessary or appropriate to effectuate this Agreement and the purposes of the Partnership.
Duration of Power. The power of attorney granted herein:
(a) Is a special power of attorney coupled with an interest, is irrevocable, and will survive the death, incapacity, bankruptcy, or insolvency of the Limited Partner; and
(b) Will survive the delivery of an assignment by the Limited Partner of the whole or a portion of its Interest, except that where such assignment is of the Limited Partner’s entire Interest and the purchaser, transferee, or assignee thereof, with the consent of the General Partner, is admitted as a substituted Limited Partner, the power of attorney will survive the delivery of such assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, and file any such agreement, certificate, instrument, or document necessary to effect such substitution.
Duration of Power. The power of attorney granted pursuant to Section 12.1: (a) is coupled with an interest and shall be irrevocable; (b) shall be exercised by any attorney-in-fact by listing the Limited Partner executing any agreement, certificate, instrument, document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Limited Partner: and (c) shall survive the Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its Interest in the Partnership, except that where the assignment is of such Limited Partner’s entire Interest in the Partnership and the assignee, with the consent of the Partners pursuant to Section 8.7 hereof, is admitted as a Substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution, by signing as attorney-in-fact for the Limited Partner. In the event of any conflict between this Agreement and any document, instrument, conveyance or certificate executed or filed by the General Partner pursuant to such power of attorney, this Agreement shall control.
Duration of Power. The power of attorney granted pursuant to Section 13.1 (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, Bankruptcy or dissolution of the grantor; (ii) may be exercised by the General Partner either by signing separately as attorney-in-fact for each Limited Partner or, after listing all of the Limited Partners executing an instrument, by signature of the General Partner acting as attorney-in-fact for all of them; and (iii) shall survive the delivery of an assignment by a Limited Partner of the whole or any fraction of his or her Partnership Interest except that, where the assignee of the whole of such Limited Partner’s Partnership Interest has been approved by the General Partner for admission to the Partnership as a substituted limited partner) the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge, swear to deliver, record and file any instrument necessary or appropriate to effect such substitution. In the event of any conflict between this Agreement and any document, instrument, conveyance or certificate executed or filed by the General Partner pursuant to such power of attorney, this Agreement shall control.
Duration of Power. The power of attorney granted herein is hereby declared to be irrevocable and a power coupled with an interest in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and such power of attorney shall survive and not be affected by the subsequent incapacity of any Limited Partner and the transfer of all or any potion of any Limited Partner's Units, will survive the bankruptcy or insolvency of any Limited Partner and will extend to any Limited Partner's successors, assigns and personal representatives. Each Limited Partner (i) will be bound by any action taken by the General Partner in accordance with this Agreement, acting in good faith pursuant to such power of attorney; (ii) waives any and all defenses that may be available to contest, negate or disaffirm any action of the General Partner that is taken pursuant to the authority expressly granted under such power of attorney and is in accordance with the terms of this Agreement, including the terms requiring any vote, consent, approval or agreement on the part of the Limited Partners as a condition to the taking of any action; and (iii) must execute and deliver to the General Partner, within 30 days after receipt of the General Partner's request therefor, such further designation, powers of attorney and other instruments as the General Partner deems necessary to effectuate this Agreement and the purposes of the Partnership.
Duration of Power. The power of attorney granted pursuant to Paragraph 13.1: (a) Is a special power of attorney coupled with an interest and is irrevocable, and shall survive the death, dissolution, incompetency, bankruptcy or legal incapacity of the applicable Limited Partner; (b) May be exercised by the attorney-in-fact by listing all of the Partners who have granted a power of attorney pursuant to Paragraph 13.1 and who are executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact acting as attorney-in-fact for all Partners; and (c) Shall survive the delivery of an assignment by a Partner of any or all interests in the Partnership, except that where the purchaser, transferee, or assignee thereof has the right to be, or with the consent of the General Partners is admitted as, a Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling each such attorney-in-fact to execute, acknowledge, swear to, and file any such agreement, certificate, instrument, or document necessary to effect such substitution. Any assignee or successor of a Partner who has granted a power of attorney under Paragraph 13.1 does hereby make, constitute, and appoint the General Partners, and any successor additional General Partners, his attorney-in-fact in the same manner and force and for the same purposes, as the assignor or person succeeded. ARTICLE XIV
Duration of Power. 47 Exhibit A - Allocations and Other Tax Matters Exhibit B - Partnership Interests Exhibit C - Terms of Limited Partners Registration Rights FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the ______ day of ____________, 1998, by and among the undersigned parties.
Duration of Power. The power of attorney granted pursuant to Section 10.1 is coupled with an interest and shall be irrevocable and (i) shall survive and not be affected by the subsequent Bankruptcy, termination or dissolution of the Limited Partner granting the same; (ii) may be exercised by the General Partner either by signing separately as attorney-in-fact for each Limited Partner or by acting as attorneys-in-fact for all of them; and (iii) shall survive the delivery of an Assignment by a Limited Partner of the whole or any fraction of its Interest, except that, where the whole of such Limited Partner’s Interest has been assigned in accordance with this Agreement, the power of attorney of the assignor shall survive the delivery of such Assignment for the sole purpose of enabling the General Partner to execute, acknowledge, swear to, deliver, record and file any instrument necessary or appropriate to effect such substitution. In the event of any conflict between this Agreement and any document, instrument, conveyance or certificate executed or filed by the General Partner pursuant to such power of attorney, this Agreement shall control. This power of attorney shall terminate upon the Bankruptcy, dissolution, disability, withdrawal or incompetence of the General Partner and shall devolve upon any new general partner approved by the Limited Partners.
Duration of Power. The foregoing power of attorney granted by each Partner: (a) is a special power of attorney coupled with an interest and is irrevocable; (b) may be exercised by the empowered person or entity acting alone for such Partner by a signature of such person or entity or by one of its partners on its behalf; and (c) shall survive a Transfer by such Partner of all or any portion of their respective interest in the Partnership. Each Partner hereby agrees to execute at any time in the future such additional documents or certificates as is deemed necessary or required by the General Partners in order to carry out and effectuate the intention of this Article 11.
