Common use of Manager as Attorney-In-Fact Clause in Contracts

Manager as Attorney-In-Fact. The Sole Member hereby makes, constitutes, and appoints the Manager with full power of substitution and resubstitution, its true and lawful 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 record (a) all limited liability company certificates, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Manager deems necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware or any other state or jurisdiction in which the Company is doing business; (b) any and all amendments or changes to the instruments described in clause (a), as now or hereafter amended, which the Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Agreement, including, without limitation, amendments or changes to reflect any amendments adopted by the Sole Member in accordance with the terms of this Agreement; (c) all certificates of cancellation and other instruments which the Manager deems necessary in its reasonable discretion to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Manager in its reasonable discretion to carry out fully the provisions of this Agreement in accordance with its terms, in each case, however, subject to the provisions of Section 5.5. The Sole Member authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do so and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Sole Member might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Ikon Receivables LLC), Limited Liability Company Operating Agreement (Greenpoint Mortgage Securities Inc/), Limited Liability Company Agreement (Ikon Receivables Funding LLC)

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Manager as Attorney-In-Fact. The Sole Each Member hereby makes, constitutes, and appoints the Manager, each successor Manager and the Liquidator, severally, with full power of substitution and resubstitutionre-substitution, its true and lawful 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, publish, and record (ai) all limited liability company certificatesarticles of organization, assumed amended name or similar certificates, and other certificates and instruments (including counterparts of this Operating Agreement) which that the Manager deems or Liquidator may deem necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware Michigan or any other state or jurisdiction in which the Company is doing or intends to do business; (bii) any and all amendments amendments, restatements, or changes to this Operating Agreement (provided the terms of Article IX hereof are complied with) and the instruments described in clause (ai), as now or hereafter amended, which the Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Operating Agreement, includingincluding amendments, without limitationrestatements, amendments or changes to reflect any amendments adopted (A) the exercise by the Sole Manager of any power granted to it under this Operating Agreement, (B) the admission of any additional or substituted Member, and (C) the disposition by any Member in accordance with the terms of this Agreementits Interest; (ciii) all articles of dissolution and certificates of cancellation and other instruments which that the Manager Liquidator deems necessary in its reasonable discretion or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Operating Agreement; , and (div) any other instrument which that is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Manager in its reasonable discretion or Liquidator to carry out fully the provisions of this Operating Agreement in accordance with its terms, in each case, however, subject to the provisions of Section 5.5. The Sole Each Member authorizes each such attorney-in-fact to take any further action which that such attorney-in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do so and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Sole such Member might or could do personally, and hereby ratifying ratify and confirming confirm all that any such attorney-in-fact shall lawfully do do, or cause to be done done, by virtue thereof or hereof.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Manager as Attorney-In-Fact. The Sole Member hereby --------------------------- makes, constitutes, and appoints the Manager with full power of substitution and resubstitution, its true and lawful 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 record (a) all limited liability company certificates, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Manager deems necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware or any other state or jurisdiction in which the Company is doing business; (b) any and all amendments or changes to the instruments described in clause (a), as now or hereafter amended, which the Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Agreement, including, without limitation, amendments or changes to reflect any amendments adopted by the Sole Member in accordance with the terms of this Agreement; (c) all certificates of cancellation and other instruments which the Manager deems necessary in its reasonable discretion to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Manager in its reasonable discretion to carry out fully the provisions of this Agreement in accordance with its terms, in each case, however, subject to the provisions of Section 5.5. The Sole Member authorizes such attorney-in-fact to take any further action which such attorney-attorney- in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do so and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Sole Member might or could do personally, and hereby ratifying and confirming all that any such attorney-attorney- in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ikon Receivables LLC)

Manager as Attorney-In-Fact. The Sole Each Member hereby makes, constitutes, and appoints the Manager, each successor Manager and the Liquidator, severally, with full power of substitution and resubstitutionre-substitution, its true and lawful 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, publish, and record (ai) all limited liability company certificatescertificates of formation, assumed amended name or similar certificates, and other certificates and instruments (including counterparts of this Operating Agreement) which that the Manager deems or Liquidator may deem necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware Michigan or any other state or jurisdiction in which the Company is doing or intends to do business; (bii) any and all amendments amendments, restatements, or changes to this Operating Agreement (provided the terms of Article IX hereof are complied with) and the instruments described in clause (ai), as now or hereafter amended, which the Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Operating Agreement, includingincluding amendments, without limitationrestatements, amendments or changes to reflect any amendments adopted (A) the exercise by the Sole Manager of any power granted to it under this Operating Agreement, (B) the admission of any additional or substituted Member, and (C) the disposition by any Member in accordance with the terms of this Agreementits Interest; (ciii) all articles of dissolution and certificates of cancellation and other instruments which that the Manager Liquidator deems necessary in its reasonable discretion or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Operating Agreement; , and (div) any other instrument which that is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Manager in its reasonable discretion or Liquidator to carry out fully the provisions of this Operating Agreement in accordance with its terms, in each case, however, subject to the provisions of Section 5.5. The Sole Each Member authorizes each such attorney-in-fact to take any further action which that such attorney-in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do so and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Sole such Member might or could do personally, and hereby ratifying ratify and confirming confirm all that any such attorney-in-fact shall lawfully do do, or cause to be done done, by virtue thereof or hereof.

Appears in 1 contract

Samples: Operating Agreement

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Manager as Attorney-In-Fact. The Sole Member hereby --------------------------- makes, constitutes, and appoints the Manager with full power of substitution and resubstitution, its true and lawful 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 record (a) all limited liability company certificates, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the Manager deems necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware or any other state or jurisdiction in which the Company is doing business; (b) any and all amendments or changes to the instruments described in clause (a), as now or hereafter amended, which the Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Agreement, including, without limitation, amendments or changes to reflect any amendments adopted by the Sole Member in accordance with the terms of this Agreement; (c) all certificates of cancellation and other instruments which the Manager deems necessary in its reasonable discretion to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Manager in its reasonable discretion to carry out fully the provisions of this Agreement in accordance with its terms, in each case, however, subject to the provisions of Section 5.5. The Sole Member authorizes such attorney-in-fact to take any further action which such attorney-attorney- in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do so and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Sole Member might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ikon Receivables Funding LLC)

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