Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 22 contracts
Samples: Operating Agreement (DM Products, Inc.), Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Involuntary or Voluntary Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 5 contracts
Samples: Operating Agreement (Aldila Inc), Operating Agreement (Miller Lloyd I Iii), Operating Agreement (Synergy Brands Inc)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Memberan Interest Holder. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member Interest Holder shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member Interest Holder hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 3 contracts
Samples: Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an a Membership Interest, except that if the transferee Assignee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which that may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 3 contracts
Samples: Operating Agreement (Rock Fund VII-A, LLC), Operating Agreement (Rock Fund VII-A, LLC), Operating Agreement (TRP Fund VII LLC)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interesta Membership interest, except that if the transferee Assignee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorneyattorney-in-Fact fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorneyattorney-in-Fact fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorneyattorney-in-Fact fact taken in good faith under this power of attorney.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Tesoro Sierra Properties LLC), Limited Liability Company Agreement (Tesoro Sierra Properties LLC), Limited Liability Company Agreement (Tesoro Sierra Properties LLC)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an a Membership Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorneyattorney-in-Fact fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorneyattorney-in-Fact fact taken in good faith under this power of attorney.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Centerpoint Properties Trust), Limited Liability Company Agreement (Keystone Property Trust), Limited Liability Company Agreement (Centerpoint Properties Trust)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Memberan Interest Holder. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member Interest Holder shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member Interest Holder hereby waives any and all defenses defenses, which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 3 contracts
Samples: Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an a Membership Interest, except that if the transferee Assignee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 3 contracts
Samples: Operating Agreement (InSight Imaging Services Corp.), Operating Agreement (InSight Imaging Services Corp.), Operating Agreement (InSight Imaging Services Corp.)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death death, disability or disability dissolution of a Member. It also shall survive the Transfer of an a Membership Interest, except that if the transferee Assignee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact Managers to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact any Manager acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact any Manager taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Operating Agreement (Titan Corp), Operating Agreement (L-3 Communications InfraredVision Technology CORP)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an a Membership Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorneyattorney-in-Fact fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorneyattorney-in-Fact fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorneyattorney-in-Fact fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Centerpoint Properties Trust), Limited Liability Company Agreement (Centerpoint Properties Trust)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interesta Unit, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Operating Agreement (PERRIGO Co PLC), Operating Agreement (PERRIGO Co PLC)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorneyattorney-in-Fact fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorneyattorney-in-Fact fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability Transfer of a Member. It also shall survive the Transfer of an InterestUnit, except that if the transferee of such Unit is approved for admission as a MemberSubstituted Member pursuant to Section 7.3(c), this power of attorney granted by the transferor shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Adeptus Health Inc.), Limited Liability Company Agreement (Adeptus Health Inc.)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interestinterest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the the. delivery of the assignment for the sole purpose of enabling the Attorney-in-in Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Operating Agreement (Hughes Water & Sewer, LTD), Operating Agreement (Hughes MRO, Ltd.)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an a Membership Interest, except that if the transferee Assignee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (American Diversified Energy LLC), Operating Agreement (O Gara Co)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a MemberMember and any change in the identity of the President. It also shall survive the Transfer of an a Membership Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorneyattorney-in-Fact fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorneyattorney-in-Fact fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorneyattorney-in-Fact fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Pc Tel Inc), Limited Liability Company Agreement (Pc Tel Inc)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Memberthe relevant Member or other holder of an Interest. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member of other holder of an Interest shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member he, she or it hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 2 contracts
Samples: Operating Agreement (Wilson Donald R. Jr.), Operating Agreement (SCG Financial Acquisition Corp.)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the fullest extent permitted by applicable law, shall will survive the death or disability of a Member. It will also shall survive the Transfer of an Interest, except that if the transferee Transferee is approved for admission as a Member, this power of attorney shall will survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall will be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, attorney and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Samples: Operating Agreement (National Credit & Guaranty CORP)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses defences which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Samples: Operating Agreement (Kti Inc)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable lawRequirements of Law, shall survive the death or disability incapacity of a Member. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations representation made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which that may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Samples: Operating Agreement
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Memberan Interest Holder. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member Interest Holder shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member Interest Holder hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Samples: Stock Purchase Agreement
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an a Membership Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member and be binding on such Member’s heirs. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Samples: Limited Liability Company Agreement (TRxADE HEALTH, INC)
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an a Membership Interest, except that if 39 <PAGE> the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorneyattorney-in-Fact fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorneyattorney-in-Fact fact taken in good faith under this power of attorney.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer transfer of an Interestinterest, except that if the transferee is approved for admission admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge acknowledge, and file any documents needed to effectuate the substitutiontransfer of a membership interest and/or the admission of a transferee as a Member. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.
Appears in 1 contract
Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall will survive the death or disability of a MemberLimited Partner. It also shall will survive the Transfer of an Interesta Unit, except that if the transferee is approved for admission as a MemberSubstitute Limited Partner, this power of attorney shall will survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any documents needed to effectuate the substitution. Each Member shall Limited Partner will be bound by any representations made by the Attorneyattorney-in-Fact fact acting in good faith pursuant to this power of attorney, and each Member Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Attorneyattorney-in-Fact fact taken in good faith under this power of attorney.
Appears in 1 contract
Samples: Limited Partnership Agreement (VOC Brazos Energy Partners, LP)