Special Power of Attorney. (a) Each Partner irrevocably makes, constitutes and appoints the General Partner and each of the Directors, acting severally, and any liquidator of the Partnership’s assets appointed pursuant to Section 6.2 of this Agreement with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, the Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:
(1) any amendment to this Agreement;
(2) any amendment to the Certificate, including, without limitation, any such amendment required to reflect any amendments to this Agreement, and including, without limitation, an amendment to effectuate any change in the membership of the Partnership; and
(3) all other such instruments, documents and certificates that, in the view of legal counsel to the Partnership, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership as a limited partnership under the Delaware Act.
(b) Each Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without the Partner’s consent. Each Partner agrees that if an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken in the manner contemplated by this Agreement, notwithstanding any objection that the Partner may assert with respect to the action, the attorneys-in-fact appointed under this Agreement are authorized and empowered, with full power of substitution, to exercise the authority granted in this Section 8.2 in any manner that may be necessary or appropriate to permit the amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each Partner will rely on the effectiveness of this special power of attorney with a view to the orderly administration of the affairs of the Partnership.
(c) The power of attorney contemplated by this Section 8.2 is a special power of attorney and is coupled with an interest in favor of the Ge...
Special Power of Attorney. 18 9.3. Notices..............................................................18 9.4. Agreement Binding Upon Successors and Assigns........................19 9.5. Applicability of 1940 Act and Form N-2...............................19 9.6. Choice of Law; Arbitration...........................................19 9.7. Not for Benefit of Creditors.........................................20 9.8. Consents.............................................................20 9.9.
Special Power of Attorney. Each Limited Partner does irrevocably constitute and appoint the General Partner, and each other person or entity that shall after the date of this Agreement become a general partner of the Partnership, with the power of substitution, as his true and lawful attorney-in-fact, in his name, place and xxxxx, to execute, acknowledge, swear to, file and record in his behalf in the appropriate public offices and publish (a) this Agreement and a Certificate of Limited Partnership, including amendments and/or restatements thereto; (b) all instruments which the General Partner deems necessary or appropriate to reflect any amendment, change or modification of the Partnership in accordance with the terms of this Agreement, including any instruments necessary to dissolve the Partnership; (c) Certificates of Assumed Name; and (d) customer agreements with CGM or other commodity brokerage firms. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive and not be affected by the subsequent incapacity, disability or death of a Limited Partner. Each Limited Partner hereby agrees to be bound by any representation made by the General Partner and by any successor thereto, acting in good faith pursuant to such Power of Attorney and each Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under such Power of Attorney. In the event of any conflict between this Agreement and any instruments filed by such attorney pursuant to the Power of Attorney granted in this Paragraph, this Agreement shall control.
Special Power of Attorney. Each Limited Partner, by the execution of this Agreement, does irrevocably constitute and appoint the General Partner, with full power of substitution, as his true and lawful agent and attorney-in-fact, in his name, place, and xxxxx, (a) to execute, acknowledge, swear to, deliver, file, and record in his behalf in the appropriate public offices and publish: (i) this Agreement and the Certificate of Limited Partnership and amendments thereto; (ii) all instruments that the General Partner deems necessary or appropriate to reflect any amendment, change, or modification of this Agreement or the Certificate of Limited Partnership made in accordance with the terms of this Agreement; (iii) certificates of assumed name; and (iv) all instruments that the General Partner deems necessary or appropriate to qualify or maintain the qualification of the Partnership to do business as a foreign limited partnership in other jurisdictions; and (b) to admit additional Limited Partners and, to the extent that it is necessary under the laws of any jurisdiction, to execute, deliver, and file amended certificates or agreements of limited partnership or other instruments to reflect such admission. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive the incapacity, death, dissolution, liquidation, or termination of a Limited Partner. Each Limited Partner hereby agrees to be bound by any representation made by the General Partner and by any successor thereto acting in good faith pursuant to such Power of Attorney. Each Limited Partner agrees to execute a special Power of Attorney on a document separate from this Agreement. In the event of any conflict between this Agreement and any instruments filed by such attorney-in-fact pursuant to the Power of Attorney granted in this Section 11, this Agreement shall control.
Special Power of Attorney a. By executing this Subscription Agreement, the Subscriber is hereby granting a special power of attorney (which is in addition to the special power of attorney granted under the LLC Agreement), making, constituting, and appointing AMG Funds LLC, the Fund’s sponsor (the “Sponsor”), and each of the directors of the Funds (each, a “Director”), acting severally, as the Subscriber’s attorney-in-fact, with power and authority to act in the Subscriber’s name and on the Subscriber’s behalf to execute, acknowledge, and swear to the execution, acknowledgment, and filing of the following documents relating to the Fund:
i. the LLC Agreement, substantially in the form provided to the Subscriber, and any amendment to the LLC Agreement which complies with the provisions of the LLC Agreement; and
ii. any other instrument or document which may be required to be filed by the Fund under the laws of any country or state or by any governmental agency, or which the Sponsor or a Director deems advisable to file and which is in each case filed in order to evidence the subscription of the Subscriber in accordance herewith and the LLC Agreement provided that any such instrument or document is not materially adverse to the Subscriber.
b. The special power of attorney being granted hereby by each Member:
i. is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death or legal incapacity of the Subscriber;
ii. may be exercised by the Sponsor or a Director signing individually for each Member, or for all of the Members, as the Sponsor or Director, as applicable, executes any particular instrument; and
iii. shall survive an assignment by the Subscriber of its Units in the Fund except that, where the assignee of the Units owned by a Member has been approved for admission to the Fund as a substituted Member, the special power of attorney shall survive such assignment for the sole purpose of enabling the Sponsor or a Director to execute, acknowledge and file any instrument or document necessary to effect such substitution.
c. In the event of any conflict between the LLC Agreement and any document filed pursuant to this power of attorney, the LLC Agreement shall control.
Special Power of Attorney. Each Limited Partner, by the execution of this Agreement, does irrevocably constitute and appoint the General Partner, with full power of substitution, as his true and lawful attorney-in-fact, in his name, place, and xxxxx (a) to execute, acknowledge, swear to, deliver, file, and record on his behalf in the appropriate public offices and publish: (i) this Agreement and the Certificate of Limited Partnership and amendments thereto; (ii) all instruments that the General Partner deems necessary or appropriate to reflect any amendment, change, or modification of this Agreement or the Certificate of Limited Partnership made in accordance with terms of this Agreement; (iii) certificates of assumed name; and (iv) all instruments that the General Partner deems necessary or appropriate to qualify the Partnership to do business as a foreign limited partnership in other jurisdictions, and (b) to admit additional Limited Partners and, to the extent that it is necessary under the laws of any jurisdiction, to execute, deliver, and file amended certificates or agreements of limited partnership or other instruments to reflect such admission. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive the incapacity, death, dissolution, liquidation, or termination of a Limited Partner. Each Limited Partner hereby agrees to be bound by any representation made by the General Partner and by any successor thereto acting in good faith pursuant to such Power of Attorney. In the event of any conflict between this Agreement and any instrument filed by an attorney-in-fact pursuant to the Power of Attorney granted in this Section 10, this Agreement shall control.
Special Power of Attorney. KNOWN ALL MEN BY THESE PRESENTS; that the OWNER has made, constituted, and appointed and by these presents do make, constitute and appoint TPD Property Management LLC and its agents, true and lawful attorney for and in their name, place and xxxxx, and for their use and benefit as follows: (Idaho Code, Section 15-12-105)
19.1 To let, rent and lease on such terms and conditions as said attorney in fact may deem proper and to extend or renew any lease or minimum term tenancy now or hereafter in effect, for such term or terms and at such rents and subject to such covenants, provisions and constitutions as they may deem best for the above described PREMISES.
19.2 To ask, demand, collect, and receive all rents and moneys, and to file receipts therefore; to order, direct, superintend, and manage all repairs, alterations, and improvements, and to make disbursements for the same; to make all purchases; in general, to do and perform all acts and things incident to management of the PREMISES and make all proper and necessary disbursements in connection therewith. AGENT shall also have full power to lease said PREMISES as provided herein and to do all acts necessary for the carrying out and execution of such leases or minimum term tenancies. Agent shall have full power to initiate, set up, terminate, or modify any and all utilities or landlord service agreements for all utilities related to the PREMISES, such as but not limited to: electric, gas, water, sewer, trash, and irrigation. Agent has the authority to sign any disclosures from owner to tenants.
19.3 Giving and granting unto said attorney full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the above stated PREMISES, as fully to all intents and purposes as the OWNER might or could do if personally present, and hereby ratifying and conforming all that said attorney shall lawfully do or cause to be done by virtue of these presents.
19.4 To report Owner income as required by law and issue Owner an IRS 1099 Miscellaneous Income form (or IRS 1042S Income form for foreign investors) for all taxable funds received. Owner consents to receive substitute IRS forms online and acknowledges they have the ability to access their online portal. Instructions for printing forms and making changes to Owner information is provided through the Owners online portal. In the event the Owner cannot access their tax forms online, a paper copy can be provided u...
Special Power of Attorney. (a) Each Partner hereby irrevocably makes, constitutes and appoints the General Partner with full power of substitution, the true and lawful representative and attorney-in-fact, and in the name, place and stead of such Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:
(i) any amendment to this Agreement which complies with the provisions of this Agreement (including the provisions of Section 9.1);
(ii) all such other instruments, documents and certificates which, in the opinion of legal counsel to the Partnership, may from time to time be required by the laws of the Cayman Islands or any other jurisdiction, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership as an exempted limited partnership;
(iii) all such instruments, certificates, agreements and other documents relating to the conduct of the investment program of any of the Funds which, in the opinion of such attorney-in-fact and the legal counsel to the Funds, are reasonably necessary to accomplish the legal, regulatory and fiscal objectives of the Funds in connection with its or their acquisition, ownership and disposition of investments, including, without limitation:
(A) the governing documents of any management entity formed as a part of the tax planning for any of the Funds and any amendments thereto; and
(B) documents relating to any restructuring transaction with respect to any of the Funds’ investments, 29 provided that such documents referred to in clauses (A) and (B) above, viewed individually or in the aggregate, provide substantially equivalent financial and economic rights and obligations with respect to such Limited Partner and otherwise do not:
(1) increase the Limited Partner’s overall financial obligation to make capital contributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);
(2) diminish the Limited Partner’s overall entitlement to share in profits and distributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);
(3) cause the Limited Partner to become subject to increased personal liability for any debts or obligations of the Partnership; or
(4) otherwise result in an adverse ch...
Special Power of Attorney. Owner authorizes Manager as attorney-in-fact for Owner to enter into and execute Leases and rental agreements with respect to the Project on forms approved by Owner, to collect rents and other funds due Owner in Manager’s name on Owner’s behalf and to establish and make deposits into and withdrawals from the Operating Account in accordance with the terms of this Agreement.
Special Power of Attorney. Each Member by the execution of this Agreement (by power of attorney), or by otherwise acquiring Units and becoming a Member in accordance with the terms hereof, does hereby irrevocably constitute and appoint the Member Designee and any liquidator of the Fund’s assets appointed pursuant to Paragraph 4 hereof, with power of substitution, as such Member’s true and lawful attorney-in-fact, in such Member’s name, place and stead, to execute, acknowledge, swear to, file and record on such Member’s behalf in the appropriate public offices: (i) this Agreement and Certificate of Formation, including amendments thereto; (ii) all instruments, documents and certificates which may be required by the laws of the United States of America, the State of Delaware or the State of New York or which the Member Designee deems necessary or appropriate to reflect any amendment, change or modification to the Company or termination of the Company, in accordance with the terms of this Agreement; (iii) all conveyances, certificates of assumed name and other instruments necessary in the Member Designee’s judgment to conduct business in the State of New York and other jurisdictions; (iv) customer agreements and similar agreements with currency dealers and commodity brokerage firms; and (v) to file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of the Company. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive and not be affected by the subsequent incapacity, disability or death of a Member regardless of whether the Company, Member Designee or any liquidator shall have had notice thereof. Each Member hereby agrees to be bound by any representation made by the Member Designee and by any successor thereto, acting in good faith pursuant to such Power of Attorney, and each Member hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Member Designee and any successor thereto, taken in good faith under such Power of Attorney. Each Member agrees to execute a special Power of Attorney on a document separate from this Agreement as requested by the Member Designee. In the event of any conflict between this Agreement and any instrument filed by such attorney pursuant to the Power of Attorney granted in this Paragraph 14, this Agreement shall control.
