Special and Limited Power of Attorney. Each Member hereby grants to the Manager a special and limited power of attorney, as set forth below:
Special and Limited Power of Attorney. (a) The LLC Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in the Company and the Series Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the name and on the behalf of each Member in such Manager’s Series, to make, execute, swear to, verify, acknowledge and file the following documents and any other documents deemed by the Managers to be necessary for the business of the Company and the Series of the Company:
Special and Limited Power of Attorney. 22.1 The Manager shall at all times during the existence of the Fund have a special and limited power of attorney as the attorney-in-fact for each Member, with power and authority to act in the name and on the behalf of each Member, to make, execute, acknowledge and file the following documents and any other documents deemed by the Manager to be necessary or appropriate for the business of the Fund:
Special and Limited Power of Attorney. (a) CP, as General Partner, with full powers of substitution, shall at all times during the existence of the Partnership have a special and limited power of attorney as the authority to act in the name and on the behalf of the Limited Partners to make, execute, swear to, verify, acknowledge and file the coopergeorge2 following documents and any other documents deemed to be necessary for the business of the Partnership: (i) This Agreement, any separate certificates of limited partnership, fictitious business name statements, as well as any amendments to the foregoing which, under the laws of any state, are required to be filed or which the General Partner deems it advisable to file; and (ii) Any other instrument or document which may be required to be filed by the Partnership under the laws of any state or by an governmental agency, or which the General Partner deems it advisable to tile. (b) The special and limited power of attorney granted to the General Partner hereby: (i) Is a special and limited power of attorney coupled with an interest, is irrevocable, shall survive the death or incompetency of the granting Limited Partner, and is limited to those matters herein set forth; (ii) May be exercised by the General Partner for the Limited Partners by reterencing the list of the Limited Partners on Appendix A and executing any instrument with a single signature acting as attorney-in-fact for them; (iii) Shall survive a transfer by a Limited Partner of such Limited Partner's interest in the Partnership pursuant to Section 14.3 hereof for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument or document necessary or appropriate to admit a transferee as a Limited Partner; and (iv) Notwithstanding the foregoing, in the event that CP ceases to be a General Partner in the Partnership, the power of attorney granted by this Section 17 shall terminate immediately, but any such termination shall not affect the validity of any documents executed prior to such termination, or any other actions previously taken pursuant to this power of attorney or in reliance upon its validity, all of which shall continue to be valid and binding upon the Limited Partners in accordance with their terms. 18.
Special and Limited Power of Attorney
