Nature of Power. The power of attorney granted pursuant to Section 21(a) of this Agreement:
(i) is a special power of attorney coupled with an interest and is irrevocable;
(ii) may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and
(iii) shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.
Nature of Power. (a) The power of attorney granted in this Article 14 is a special power of attorney coupled with an interest and is irrevocable, shall survive the death or incompetency of a Shareholder, may be exercised by the attorney-in-fact by signature on behalf of any or all Shareholders and shall survive the delivery of an assignment by a Shareholder of the whole or any portion of such Shareholder's economic interest in the Fund, except that where the assignee, donee or other transferee of any such interest has been approved for admission to the Fund as a substituted Shareholder pursuant to the provisions of Section 4.7, the power of attorney shall survive the delivery of such assignment solely for the purpose of enabling the attorney-in-fact to execute, acknowledge, and file any instrument necessary to effect such substitution.
(b) Each Shareholder hereby gives and grants to such Shareholder's said attorney under this Power of Attorney full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or appropriate to be done in or in connection with this Power of Attorney as fully to all intents and purposes as such Shareholder might or could do if personally present, hereby ratifying all that such Shareholder's said attorney shall lawfully do or cause to be done by virtue of this Power of Attorney.
(c) The existence of this Power of Attorney shall not preclude execution of any such instrument by such Shareholder individually on any such matter. A Person dealing with the Fund may conclusively presume and rely on the fact that any such instrument executed by such agent and attorney-in-fact is authorized, regular and binding without further inquiry.
Nature of Power. The power of attorney granted pursuant to Section 1 above:
(a) shall be a special power of attorney coupled with an interest and shall be irrevocable so long as the General Partner continues to be the managing general partner of the Partnership; and
(b) shall survive the delivery of an assignment by the undersigned of the whole or a portion of its interest in the Partnership, except that where the purchaser, transferee or assign thereof shall have the right to be, or with the consent of the General Partner is admitted as, a substituted limited partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to and file any such agreement, certificate, instrument or document necessary to effect such substitution.
Nature of Power. The Power shall be delivered on the same basis as that provided from the plants immediately prior to the closing of the transactions contemplated by the Asset Purchase Agreement between NYSEG, NGE Generation, Inc. and AES NY, L.L.C. dated as of August 3, 1998.
Nature of Power. The power of attorney granted by each Limited Partner in Section 7.1:
(a) Is a special power of attorney coupled with an interest and is irrevocable and shall survive the disability, dissolution, liquidation or cessation of the existence as a legal entity of a Limited Partner;
(b) May be exercised by the General Partner, or appropriate officer thereof or of the general partner or manager thereof, for each Limited Partner by a facsimile signature of such person or by listing each Limited Partner executing any instrument with a facsimile signature of such person acting as attorney-in-fact for all of them; and
(c) Shall survive the delivery of any assignment by a Limited Partner of the whole or any portion of his or its Partnership Interest in the Partnership except that where the assignee thereof has been approved by the General Partner for admission to the Partnership as a Substitute Limited Partner the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution.
Nature of Power. The special and limited power of attorney to the Managing General Partner: (a) is a special power of attorney coupled with an interest, is irrevocable, shall survive the death of the granting Limited Partner and is limited to those matters herein set forth; (b) may be exercised by the Managing General Partner for each of the Limited Partners by the authorized signature of the Managing General Partner; (c) shall survive an assignment by a Limited Partner of all or any portion of his or her Units; and (d) shall be deemed revoked upon the Managing General Partner's sufferance of a Disqualification Event.
Nature of Power. The power of attorney granted herein:
(a) shall be deemed to be coupled with an interest, shall be irrevocable, and shall survive the dissolution, liquidation or termination of the Limited Partner;
(b) may be exercised by the General Partner for the Limited Partner (or any successor Limited Partner) by listing the Limited Partners required to execute any such instrument with a simple, signature of the General Partner acting as attorney-in-fact for it, or in such other manner, including by facsimile signature, as the General Partner may deem appropriate; and
(c) shall be binding on any assignee or vendee of a Partnership Interest by the Limited Partner, or any portion thereof including only the distributive rights relating thereto.
Nature of Power. The power of attorney granted pursuant to Section 13.1:
(a) is coupled with an interest, shall be irrevocable and shall survive and shall not be affected by the subsequent Incapacity of any Member;
(b) may be exercised by the Attorney, either by signing separately as attorney-in-fact for each Member or by a single signature of the Attorney, acting as attorney-in-fact for all of them;
(c) shall survive the assignment by a Member of the whole or any fraction of its Interest, except that, where the assignee of the whole of such Member's Interest has been approved by the Board for admission to the Company as a substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Attorney to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution; and
(d) shall terminate automatically as to an Attorney if such Attorney dies, is adjudicated incompetent, is dissolved, files a voluntary petition in bankruptcy or has entered against it an order that such Attorney is a bankrupt, applies for the appointment of a receiver of all or substantially all its assets or has entered against it an order appointing such a receiver, or is convicted of a felony or of fraud. * * * * * *
Nature of Power. The power of attorney granted in this Article 14 is a special power of attorney coupled with an interest and is irrevocable, shall survive the death or incompetency of a Member, may be exercised by the attorney-in-fact by its signature on behalf of any Members and shall survive the delivery of an assignment by a Member of the whole or any portion of its Interests in the Fund.
Nature of Power. The power of attorney granted pursuant to this Agreement:
(i) is a special power of attorney coupled with an interest and is irrevocable;
(ii) may be exercised by such attorney-in-fact by listing the names of all of the Limited Partners who are to be parties to any agreement, certificate, instrument or document, with the signatures of such attorney-in-fact together with the recital that it acts as attorney-in-fact for all of them; and
(iii) shall survive the death, bankruptcy or mental incapacitation of the Limited Partner, to the extent it may legally contract for such survival, or the transfer or assignment by it of its interest herein, except that where such transfer or assignment is of all of the interest held by the Limited Partner and the transferee or assignee thereof, with the consent of the General Partner, is admitted as a substituted limited partner, the power of attorney given by the transferor shall survive such transfer or assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge, swear to, and file any agreement, certificate, instrument or document necessary to effect such substitution.
