Common use of Grant of Power Clause in Contracts

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 advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.

Grant of Power. Each Limited Partner does hereby makesirrevocably make, constitutes constitute, and appoints appoint the General Partner, each of their partners and any successor General Partnersuccessors thereto, each with full power of substitution, as its true and lawful attorney and agent, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and authority in its name, place 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 todeliver, file and/or file, and record a in the appropriate public offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership or any other instruments that may be required in connection with and, at the formation option of the PartnershipGeneral Partner, the conduct counterparts of the Partnership’s business or the dissolution this Agreement) 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 all amendments thereto that the General Partner deems appropriate, necessary or advisable to form, qualify, reform, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of any of Texas and in each jurisdiction in which 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 hereunderPartnership conducts business; (ii) all instruments that the General Partner deems necessary, appropriate or advisable to reflect the use by the Partnership of any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnershipname other than KCI Properties Limited; (iii) to make any amendments to this Agreement deemed necessary or desirable by all instruments that 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 securitiesdeems necessary, appropriate, or (y) advisable to better express reflect any amendment, change, or carry out the purpose modification of the Partnership as a title holding partnership for in accordance with the General Partner, or (z) to better express or carry out the mortgaging or pledging terms 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 Partnerthis Agreement; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to make filings under fictitious name statutes or other filings required by reflect the Partnershipdissolution and termination of the Partnership pursuant to the terms of this Agreement; (v) instruments relating to reflect the admission of additional or substituted Partners pursuant to the Partnership terms of any this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of such additional or any substituted Limited Partner, in the manner prescribed in this AgreementPartners); (vi) all documents that the General Partner deems appropriate, necessary or advisable to cause the Partnership record or effectuate any vote that a Limited Partner is deemed to be qualified have cast pursuant to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdictionSection 15.14; and (vii) any other documents or instruments which may be required of the Partnership or of the Partners, or deemed desirable by that the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary deems necessary, appropriate, or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) abovePartnership business.

Grant of Power. (a) Each Limited Partner hereby makes, irrevocably constitutes and appoints the General Partner, Partner (and any successor each future General Partner, with full power of substitution ) such Partner’s true and resubstitution, its agent and lawful attorney-in-fact, for it and in its namewith full power of substitution, 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 advisable in connection with any of the foregoing, hereby giving such attorney-in-fact having full power and authority in the Partner’s name, place and stead to do execute, acknowledge, deliver, swear to, certify, verify, publish, file and perform each record at the appropriate public offices all in accordance with the terms of this Agreement, all instruments, documents and every act certificates which may from time to time be required by the laws of the United States of America, the State of Delaware, any other jurisdiction in which the Partnership conducts or thing whatsoever requisite plans to conduct its affairs, or advisable any political subdivision or agency thereof to effectuate, implement and continue the valid existence and affairs of the Partnership, including the power and authority to verify, swear to, acknowledge, deliver, record and file such documents as may be done necessary or appropriate to carry out the provisions of this Agreement, as follows: (i) all certificates and other instruments (including, without limitation, counterparts of this Agreement and amendments to the Partnership’s Certificate necessary or appropriate to reflect the admission of additional Limited Partners or any other change in the Partnership and about the foregoing as fully as the Limited Partner might or could do if personally presentfictitious name certificates), and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses amendment thereof, which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner deems appropriate to indemnification under qualify or continue the Partnership as a partnership in which the Limited Partners have limited liability in the jurisdictions in which the Partnership may conduct business; (ii) all instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership that is made to comply with or conform to RULPA and is not disadvantageous to any Limited Partner or is made in accordance with the terms of this Agreement; (iii) all instruments necessary to effect a dissolution, termination and liquidation of the Partnership and cancellation of the Certificate to the extent such dissolution, termination and liquidation is pursuant to the terms of this Agreement; and (iv) any other document or instrument necessary or appropriate to carry out the execution and/or filing of (i) documents necessary to evidence and/or perfect the security interest granted by the Limited Partners pursuant to Section 20(a) above.6.3.2 of this Agreement and

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 -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 advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.

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 advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) above.

Grant of Power. Each Limited Partner does hereby makesirrevocably make, constitutes constitute, and appoints appoint the General Partner, each of their partners and any successor General Partnersuccessors thereto, each with full power of substitution, as its true and lawful attorney and agent, with full power of substitution and resubstitution, its agent and attorney-in-fact, for it and authority in its name, place 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 todeliver, file and/or file, and record a in the appropriate public offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership or any other instruments that may be required in connection with and, at the formation option of the PartnershipGeneral Partner, the conduct counterparts of the Partnership’s business or the dissolution this Agreement) 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 all amendments thereto that the General Partner deems appropriate, necessary or advisable to form, qualify, reform, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of any of Texas and in each jurisdiction in which 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 hereunderPartnership conducts business; (ii) all instruments that the General Partner deems necessary, appropriate or advisable to reflect the use by the Partnership of any amendments made to this Agreement or the cancellation of this Agreement upon the dissolution of the Partnershipname other than KCI Real Property Limited; (iii) to make any amendments to this Agreement deemed necessary or desirable by all instruments that 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 securitiesdeems necessary, appropriate, or (y) advisable to better express reflect any amendment, change, or carry out the purpose modification of the Partnership as a title holding partnership for in accordance with the General Partner, or (z) to better express or carry out the mortgaging or pledging terms 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 Partnerthis Agreement; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to make filings under fictitious name statutes or other filings required by reflect the Partnershipdissolution and termination of the Partnership pursuant to the terms of this Agreement; (v) instruments relating to reflect the admission of additional or substituted Partners pursuant to the Partnership terms of any this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of such additional or any substituted Limited Partner, in the manner prescribed in this AgreementPartners); (vi) all documents that the General Partner deems appropriate, necessary or advisable to cause the Partnership record or effectuate any vote that a Limited Partner is deemed to be qualified have cast pursuant to do business in, or, if required, to exist as a limited partnership under the law of, any jurisdictionSection 15.14; and (vii) any other documents or instruments which may be required of the Partnership or of the Partners, or deemed desirable by that the General Partner. Each Limited Partner authorizes such attorney-in-fact to take any further actions which such attorney-in-fact shall consider necessary deems necessary, appropriate, or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The Limited Partner waives any and all defenses which may be available to the Limited Partner to contest, negate, or disaffirm the actions of any General Partner under the power of attorney herein granted, unless such actions would not entitle the General Partner to indemnification under Section 20(a) abovePartnership business.