Common use of Nature of Special Power Clause in Contracts

Nature of Special Power. The power of attorney granted to the Managing Member pursuant to this Section 12: (a) Is a special power of attorney coupled with an interest and is irrevocable; provided, however, that, with respect to the power of attorney granted to the Managing Member, such power shall terminate upon the appointment of the Liquidator; (b) May be exercised by such attorney-in-fact with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Members; and (c) Shall survive and not be affected by the subsequent Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Member and shall survive the delivery of an assignment by a Limited Member of the whole or a portion of its Membership Interests (except that where the assignment is of such Limited Member’s entire Membership Interests and the assignee, with the affirmative written consent of the other Members, is admitted as a substituted Limited Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution) and shall extend to such Limited Member’s or assignee’s successors and assigns.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (General Mills Inc), Limited Liability Company Agreement (General Mills Inc), Limited Liability Company Agreement (General Mills Inc)

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Nature of Special Power. The power of attorney granted to the Managing Member Manager pursuant to this Section 12Article XI: (a) Is a special power of attorney coupled with an interest and is irrevocable; provided, however, that, with respect to the power of attorney granted to the Managing Member, such power Manager shall terminate upon the appointment of the Liquidator; (b) May be exercised by such attorney-in-fact by listing the Members executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Members; and (c) Shall survive and not be affected by the subsequent Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Member and shall survive the delivery of an assignment by a Limited Member of the whole or a portion of its Membership Interests Interest (except that where the assignment is of such Limited Member’s 's entire Membership Interests Interest and the assignee, with the affirmative written consent of the other Members, is admitted as a substituted Limited Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution) and shall extend to such Limited Member’s 's or assignee’s 's successors and assigns.

Appears in 2 contracts

Samples: LLC Operating Agreement, Operating Agreement

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Nature of Special Power. The power of attorney granted to the Managing Member Manager pursuant to this Section 12Article XI: (a) Is a special power of attorney coupled with an interest and is irrevocable; provided, however, that, with respect to the power of attorney granted to the Managing Member, such power Manager shall terminate upon the appointment of the Liquidator; (b) May be exercised by such attorney-in-fact by listing the Members execut-ing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Members; and (c) Shall survive and not be affected by the subsequent Bankruptcy, insolvencyinsolven-cy, dissolution, or cessation of existence of a Limited Member and shall survive the delivery of an assignment assign-ment by a Limited Member of the whole or a portion of its Membership Interests Interest (except that where the assignment is of such Limited Member’s 's entire Membership Interests Interest and the assignee, with the affirmative written consent of the other Members, is admitted as a substituted Limited Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution) and shall extend to such Limited Member’s 's or assignee’s 's successors and assigns.

Appears in 1 contract

Samples: Operating Agreement

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