Grant of Power. (a) Each Partner by its signature below irrevocably makes, constitutes and appoints each General Partner its true and lawful attorney in its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the General Partners to (i) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (ii) enable the Partnership to conduct its business, (iii) comply with any applicable law in connection with the Partnership’s conduct of its business, or (iv) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client).
(b) If the Partnership owns Class A Shares or Class B Shares, then each Partner by its signature below irrevocably makes, constitutes and appoints each of Xxxxxx X. Xxxxxx, Xx., Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxxxx X. Xxxxxx, each then serving director of Xxxxxx Management, Inc., a Delaware corporation, or its successor in interest, and the then serving general counsel of each Company, its true and lawful attorney in its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of Class A Shares and Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-1(k)(1) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.
(c) Each P...
Grant of Power. Each Limited Partner hereby constitutes and appoints the General Partner and its authorized representatives (and any successor thereto by assignment, election, or otherwise and the authorized representatives thereof) with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place, and xxxxx, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices, as applicable or appropriate (i) all certificates and other instruments and all amendments or restatements thereof that the General Partner deems reasonable and appropriate or necessary to qualify or register, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which Limited Partners have limited liability) in all jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments, including an amendment or restatement of this Agreement, that the General Partner deems appropriate or necessary to reflect any amendment, change, or modification of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement; (iv) all instruments relating to the admission or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary, in the sole discretion of the General Partner, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by Limited Partners hereunder, is deemed to be made or given by Limited Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary, in the sole discretion of the General Partner, to effectuate the terms or intent of this Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of Limited Partners under the terms of this Agreement, the General Partner may exercise the power of attorney granted in this subsection (v) only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article IX of this Agreement or as otherwise provided in...
Grant of Power. (a) Each Member does hereby irrevocably constitute and appoint the Manager as its true and lawful attorney, in its name, place and stead, to make, execute, sign, acknowledge, swear to (where appropriate), and file or record:
(i) any articles, certificates, documents or instruments (including this Agreement) that may be required to be filed by the Company under applicable laws of any jurisdiction(s) to the extent that the Manager deems such filing(s) to be necessary or required;
(ii) any and all amendments or modifications of the instruments described in subparagraph (a)(i) above; provided, that such amendments or modifications are necessary to effect the terms and intent of this Agreement, including, for example, but not limited to, the substitution of a Member, and to evidence or effect the consent, approval or acceptance of the Member to any action approved by the Member where this Agreement provides that such consent, approval or acceptance by the Member binds the Member with regard thereto;
(iii) all certificates and other instruments that may be required to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and
(iv) any and all consents or other instruments deemed necessary or desirable by the Manager for the admission of the Member and Substitute Members, pursuant to the terms of this Agreement;
(b) It is expressly understood and intended by the Members that the grant of the foregoing powers of attorney are coupled with an interest and are irrevocable.
(c) The foregoing powers of attorney are durable powers of attorney and shall not be affected by the disability, incompetency, and/or incapacity of the principal. Furthermore, the foregoing powers of attorney shall survive the death of any Member who shall die during the term of the Company.
(d) The foregoing powers of attorney may be exercised by the Manager acting for any Member individually.
Grant of Power. Each Member constitutes and appoints the Manager as the Member’s true and lawful attorney-in-fact (“Attorney-in-Fact”), and in the Member’s name, place and stead, to make, execute, sign, acknowledge, and file:
5.6.1.1. one or more articles of organization;
5.6.1.2. all documents (including amendments to articles of organization) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement;
5.6.1.3. any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Illinois or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Illinois;
5.6.1.4. one or more applications to use an assumed name; and
5.6.1.5. all documents which may be required to dissolve and terminate the Company and to cancel its articles of organization.
Grant of Power. Each Limited Partner hereby makes, constitutes and appoints the General Partner, and any successor General Partner, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and/or record this Agreement and to sign, execute, certify, acknowledge, swear to, file and/or record a Certificate of Limited Partnership or any other instruments that may be required in connection with the formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership under the laws of the Commonwealth of Pennsylvania or any other jurisdiction, including without limitation, instruments (i) to reflect the exercise by the General Partner of any of the powers, authorizations or rights granted to it under this Agreement or the taking by the General Partner of any action which it is required, authorized or permitted to take hereunder; (ii) to reflect any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnership; (iii) to make any amendments to this Agreement deemed necessary or desirable by the General Partner (x) to comply with Federal or state securities laws or comments made by staff members of any Federal or state agency regulating the issuance of securities, or (y) to better express or carry out the purpose of the Partnership as a title holding partnership for the General Partner, or (z) to better express or carry out the mortgaging or pledging of the Property and any other assets of the Partnership to secure the obligations and liabilities of the General Partner or any Affiliate of the General Partner when deemed appropriate or desirable by the General Partner; (iv) to make filings under fictitious name statutes or other filings required by the Partnership; (v) to reflect the admission to the Partnership of any additional or any substituted Limited Partner, in the manner prescribed in this Agreement; (vi) to cause the Partnership to be qualified to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdiction; and any other instruments which may be required of the Partnership or of the Partners, or deemed desirable by the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary or advisabl...
Grant of Power. Each Member constitutes and appoints the President of the Company as the Member’s true and lawful attorney-in-fact, and in the Member’s name, place and stead, to make, execute, sign, acknowledge, and file:
(i) one or more certificates of formation consistent with the terms of this Agreement;
(ii) all documents (including amendments to the Certificate) which the attorney-in-fact deems appropriate to reflect any written amendment, change or modification of this Agreement approved in accordance with Section 12.8;
(iii) upon the requisite approval, if any, required elsewhere in this Agreement, any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Delaware; and
(iv) all documents which may be required to dissolve and terminate the Company and to cancel its Certificate upon the requisite approval required elsewhere in this Agreement.
Grant of Power. Each Member constitutes and appoints the Manager as the Member's true and lawful attorney-in-fact ("Attorney-in-Fact"), and in the Member's name, place and stead, to make, execute, sign, acknowledge, and file:
(i) Articles of Organization or any amendment thereto, which has been approved as provided in this Agreement;
(ii) all documents (including amendments to articles of organization) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement;
(iii) any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Ohio or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Ohio;
(iv) one or more fictitious or trade name certificates; and
(v) all documents which may be required to dissolve and terminate the Company and to cancel its Articles of Organization.
Grant of Power. Coincident with its execution of this Agreement, the Limited Partner shall give to the General Partner a Power of Attorney regarding the Partnership in the form set forth in Appendix C hereto.
Grant of Power. The Members constitute and appoint the Managers as the Members' true and lawful attorney-in-fact ("Attorney-in-Fact"), and in the Members' name, place and stead, to make, execute, sign, acknowledge, and file:
(a) all documents (including amendments to the Certificate of Formation) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement;
(b) any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Delaware;
(c) one or more fictitious or trade name certificates; and
(d) all documents which may be required to dissolve and terminate the Company and to cancel its Certificate of Formation.
Grant of Power. 28 10.2 Irrevocable Nature................................................................... 29 10.3 Further Assurances - Power of Attorney............................................... 29 10.4 Transfer of Partnership Interests.................................................... 29
