Common use of Managing Member as Attorney-In-Fact Clause in Contracts

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member and each successor Managing Member, with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place, and xxxxx and for his use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement which have been adopted as provided herein and which the Managing Member may deem necessary, desirable, or appropriate including, without limitation, amendments or changes to reflect (i) the exercise by any Managing Member of any power granted to him under this Agreement; and (ii) the disposition by any Member of his Interest in the Company; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of any state or jurisdiction in which the Company is doing or intends to do business. Each Member authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each 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 connection with the foregoing as fully as such 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.

Managing Member as Attorney-In-Fact. Each Limited Member hereby makes, constitutes, and appoints the Managing Member and Member, each successor Managing Member, and the Liquidator, severally, with full power of substitution and resubstitution, his its true and lawful attorney-in-fact for him it and in his its name, place, and xxxxx stead and for his its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish, and record (ai) this Agreement and all agreementscertificates of formation, amended name or similar certificates, instruments, and other documents amending or changing certificates and instruments (including counterparts of this Agreement which have been adopted as provided herein and Agreement) which the Managing Member or Liquidator may deem necessary, desirable, or appropriate including, without limitation, amendments or changes necessary to reflect (i) be filed by the exercise by any Managing Member of any power granted to him Company under this Agreement; and (ii) the disposition by any Member of his Interest in the Company; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware or any state or other jurisdiction in which the Company is doing or intends to do business. Each ; (ii) any and all amendments, restatements, or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, which the Managing Member authorizes each may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including amendments, restatements, or changes to reflect (A) the admission of any additional or substituted Member and (B) the disposition by any Member of its Membership Interests; (iii) all certificates of cancellation and other instruments which the Liquidator reasonably deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (iv) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company to carry out fully the provisions of this Agreement in accordance with its terms; provided that nothing in this Section 12.1 shall authorize such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary that could reasonably be anticipated to have an adverse effect on a Limited Member or advisable in connection with any of the foregoing, hereby giving each 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 connection with the foregoing as fully as such 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 hereofCompany.

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member and Member, each successor Managing Member, and the Liquidator, severally, with full power of substitution and resubstitution, his its true and lawful attorney-in-attorney in fact for him it and in his its name, place, and xxxxx stead and for his its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish, and record (ai) this Agreement and all agreementscertificates of formation, amended name or similar certificates, instruments, and other documents amending or changing certificates and instruments (including counterparts of this Agreement which have been adopted as provided herein and which Agreement) that the Managing Member or Liquidator may deem necessary, desirable, or appropriate including, without limitation, amendments or changes necessary to reflect (i) be filed by the exercise by any Managing Member of any power granted to him Company under this Agreement; and (ii) the disposition by any Member of his Interest in the Company; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware or any state or other jurisdiction in which the Company is doing or intends to do business; provided that such power does not extend to the signing or execution of counterparts of this Agreement on behalf of the Class A Member; (ii) any and all amendments, restatements, or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including amendments, restatements, or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) the admission of any additional or substituted Member, and (C) the disposition by any Member of its Interest; provided that the Managing Member shall not, to the extent that any amendment, modification, or change to this Agreement requires the consent of the Class A Member, execute such amendment on behalf of the Class A Member without the express written consent of the Class A Member; (iii) all certificates of cancellation and other instruments which the Liquidator deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Agreement, and (iv) 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 Managing Member, or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Subject to the terms of this Agreement, each Member authorizes each such attorney-in-attorney in fact to take any further action which such attorney-in-attorney in fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-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 connection with the foregoing as fully as such Member might or could do personally, and hereby ratifying ratify and confirming confirm all that any such attorney-in-attorney in fact shall lawfully do do, or cause to be done done, by virtue thereof or hereof.

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member and Member, each successor Managing Member, and the Liquidator, severally, with full power of substitution and resubstitution, his its true and lawful attorney-in-fact for him it and in his its name, place, and xxxxx stead and for his its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (ai) this Agreement and all agreementscertificates of formation, amended name or similar certificates, instruments, and other documents amending or changing certificates and instruments (including counterparts of this Agreement which have been adopted as provided herein and Agreement) which the Managing Member or Liquidator may deem necessary, desirable, or appropriate including, without limitation, amendments or changes necessary to reflect (i) be filed by the exercise by any Managing Member of any power granted to him Company under this Agreement; and (ii) the disposition by any Member of his Interest in the Company; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware or any other state or jurisdiction in which the Company is doing or intends to do business, (ii) any and all amendments, restatements or changes to this Agreement and the instruments described in subparagraph (i), as now or hereafter amended, which the Managing Member may deem necessary to effect a change or modification of the Company approved by the Members in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (A) the exercise by the Managing Member of any power granted to it under this Agreement, (B) any amendments adopted by the Members in accordance with the terms of this Agreement; (C) the admission of any substituted Member, and (D) the disposition by any Member of its Interest in the Company, (iii) all certificates of cancellation and other instruments which the Managing Member or Liquidator deem necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Agreement, and (iv) 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 Managing Member or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each 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 connection with the foregoing as fully as such 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.

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member and Member, each successor Managing Member, and the Liquidator, severally, with full power of substitution and resubstitution, his its true and lawful attorney-in-fact for him it and in his its name, place, and xxxxx stead and for his its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish, and record (a) this Agreement and all agreementscertificates of formation, amended name or similar certificates, instruments, and other documents amending or changing certificates and instruments (including counterparts of this Agreement which have been adopted as provided herein and Agreement) which the Managing Member or Liquidator may deem necessary, desirable, or appropriate including, without limitation, amendments or changes necessary to reflect (i) be filed by the exercise by any Managing Member of any power granted to him Company under this Agreement; and (ii) the disposition by any Member of his Interest in the Company; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware or any state or other jurisdiction in which the Company is doing or intends to do business. Each , (b) any and all amendments, restatements, or changes to this Agreement and the instruments described in clause (a), as now or hereafter amended, which the Managing Member authorizes each may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including amendments, restatements, or changes to reflect (i) the admission of any additional or substituted Member and (ii) the disposition by any Member of its Membership Interests, (c) all certificates of cancellation and other instruments which the Liquidator reasonably deems necessary or appropriate 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 to carry out fully the provisions of this Agreement in accordance with its terms; provided, however, that nothing in this Section 12.1 shall authorize such attorney-in-fact to take any further action which that (A) could reasonably be anticipated to have an adverse effect on a Class A Limited Member or the Company or (B) requires the consent of (y) all Class A Limited Members or (z) the Required Class A Limited Members, in each case, unless such attorney-in-fact consent shall consider necessary or advisable in connection with any of the foregoing, hereby giving each 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 connection with the foregoing as fully as such 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 hereofhave been given.

Managing Member as Attorney-In-Fact. 10.1.1 Each Member, including each Additional Member hereby makesand Substitute Member, constitutesby its execution of this Agreement, irrevocably constitutes and appoints the Managing Member and each successor Managing Member, with full power of substitution and resubstitution, his as its true and lawful attorney-in-fact for him with full power and authority in his its name, place, place and xxxxx and for his use and benefit, stead to sign, execute, certifyacknowledge, acknowledgedeliver, swear to, file, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (a) All certificates and other instruments (including counterparts of this Agreement Agreement), and all agreementsamendments thereto, certificates, instruments, and other documents amending or changing this Agreement which have been adopted as provided herein and which the Managing Member may deem necessarydeems appropriate to form, desirablequalify, continue or appropriate including, without limitation, amendments otherwise operate the Company as a limited liability company (or changes other entity in which the Members will have limited liability comparable to reflect (i) the exercise by any Managing Member of any power granted to him under this Agreement; and (ii) the disposition by any Member of his Interest that provided in the Company; and (b) any certificatesAct), instruments, and documents as may be required by, or may be appropriate under, in the laws of any state or jurisdiction jurisdictions in which the Company is doing may conduct business or intends to do business. Each Member authorizes each such attorney-in-fact to take any further action in which such formation, qualification or continuation is, in the opinion of the Managing Member, necessary or desirable to protect the limited liability of the Members. (b) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Managing Member deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement. (c) All conveyances of Company Assets, and other instruments which the Managing Member reasonably deems necessary in order to complete a dissolution and termination of the Company pursuant to this Agreement. 10.1.2 The appointment by all Members of the Managing Member as attorney-in-fact shall consider necessary or advisable be deemed to be a power coupled with an interest, in connection with any recognition of the foregoingfact that each of the Members under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action by it on behalf of the Company, shall survive the Incapacity of any Person hereby giving each such attorney-in-fact full power power, and authority to do the transfer or assignment of all or any portion of the Interest of such Person in the Company, and perform each and every act or thing whatsoever requisite or advisable to shall not be done affected by the subsequent Incapacity of the principal; provided, however, that in connection with the event of the assignment by a Member of all of its Interest in the Company, the foregoing power of attorney of an assignor Member shall survive such assignment only until such time as fully the Assignee shall have been admitted to the Company as a Substitute Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such 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 hereofsubstitution.

Managing Member as Attorney-In-Fact. Each Member hereby makes, constitutes, and appoints the Managing Member and Member, each successor Managing Member, and the Liquidator, severally, with full power of substitution and resubstitution, his its true and lawful attorney-in-fact for him it and in his its name, place, and xxxxx stead and for his its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish, and record (a) this Agreement and all agreementscertificates of formation, amended name or similar certificates, instruments, and other documents amending or changing certificates and instruments (including counterparts of this Agreement which have been adopted as provided herein and Agreement) which the Managing Member or Liquidator may deem necessary, desirable, or appropriate including, without limitation, amendments or changes necessary to reflect (i) be filed by the exercise by any Managing Member of any power granted to him Company under this Agreement; and (ii) the disposition by any Member of his Interest in the Company; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Delaware or any state or other jurisdiction in which the Company is doing or intends to do business. Each , (b) any and all amendments, restatements, or changes to this Agreement and the instruments described in clause (a), as now or hereafter amended, which the Managing Member authorizes each may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including amendments, restatements, or changes to reflect (i) the admission of any additional or substituted Member and (ii) the disposition by any Member of its Membership Interests, (c) all certificates of cancellation and other instruments which the Liquidator reasonably deems necessary or appropriate 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 to carry out fully the provisions of this Agreement in accordance with its terms; provided, however, that nothing in this Section 12.1 shall authorize such attorney-in-fact to take any further action which that (A) could reasonably be anticipated to have an adverse effect on a Class A Limited Member or the Company or (B) requires the consent of (y) all Class A Limited Members or (z) the Required Class A Limited Members, unless such attorney-in-fact consent shall consider necessary or advisable in connection with any of the foregoing, hereby giving each 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 connection with the foregoing as fully as such 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 hereofhave been given.