Common use of Myerx Xxxup III and Myerx Clause in Contracts

Myerx Xxxup III and Myerx. Xxxup IV, each for itself, hereby irrevocably constitutes and appoints the General Partner, with full power of substitution, its true and lawful attorney for each of Myerx Xxxup III and Myerx Xxxup IV and in the name, place, and stead of each of them, and for each of their use and benefit, to execute a future amendment to the Effective Agreement and such other documents and instruments, and to take such actions, as the General Partner deems necessary, desirable or appropriate to effect any adjustment to the Limited Partnership Interest (and the number of Partnership Units) of Myerx Xxxup III or Myerx Xxxup IV pursuant to the provisions of the Purchase Agreement. Each of Myerx Xxxup III and Myerx Xxxup IV agrees that this power of attorney is a power coupled with an interest and shall survive and not be effected by the termination of this Fourth Amendment (unless and until replaced by a power of attorney granting at least the same rights to the General Partner) or by the transfer of all or any portion of either Myerx Xxxup III's or Myerx Xxxup IV's Limited Partnership Interest and shall extend to the successors and assigns of Myerx Xxxup III and Myerx Xxxup IV. Each of Myerx Xxxup III and Myerx Xxxup IV hereby agrees to be bound by any representation made by the General Partner, acting in good faith under this power of attorney, and each of Myerx Xxxup III and Myerx Xxxup IV hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner, taken in good faith under this power of attorney.