Common use of Special Power of Attorney Clause in Contracts

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. 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 (the “Power of Attorney granted herein Attorney”) 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. 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 xxxxxsxxxx, (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 (the “Power of Attorney granted herein Attorney”) 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. Each Limited Partner, by the execution of this Agreement, 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 full the power of substitution, as his true and lawful agent and attorney-in-fact, in his name, place, place and xxxxx, (a) to execute, acknowledge, swear to, deliver, file, file and record in his behalf in the appropriate public offices and publish: publish (ia) this Agreement and the a Certificate of Limited Partnership and an Application for Authority to do business in the State of New York, including amendments and/or restatements thereto; (iib) all instruments that which the General Partner deems necessary or appropriate to reflect any amendment, change, change or modification of this Agreement or the Certificate of Limited Partnership made in accordance with the terms of this Agreement, including any instruments necessary to dissolve the Partnership; (iiic) certificates Certificates of assumed nameAssumed Name; (d) agency agreements with Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC or other affiliated or unaffiliated selling agents; (e) customer agreements with CGM or other commodity brokerage firms; and (ivf) 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; advisory agreements with affiliated and (b) to admit additional Limited Partners and, to the extent that it is necessary under the laws of any jurisdiction, to execute, deliver, unaffiliated commodity trading advisors and file amended certificates or subscription agreements of limited partnership or other instruments to reflect such admissionwith affiliated and unaffiliated collective investment vehicles. 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, death, dissolution, liquidation, disability or termination 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 thereto, acting in good faith pursuant to such Power of Attorney. Each Attorney and each Limited Partner agrees hereby waives any and all defenses which may be available to execute a special contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under such Power of Attorney on a document separate from this AgreementAttorney. In the event of any conflict between this Agreement and any instruments filed by such attorney-in-fact attorney pursuant to the Power of Attorney granted in this Section 11Paragraph, this Agreement shall control.

Special Power of Attorney. Each Limited Partner, by the execution of this Agreement, 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 full the power of substitution, as his true and lawful agent and attorney-in-fact, in his name, place, place and xxxxx, (a) to execute, acknowledge, swear to, deliver, file, file and record in his behalf in the appropriate public offices and publish: publish (ia) this Agreement and the a Certificate of Limited Partnership and Partnership, including amendments and/or restatements thereto; (iib) all instruments that which the General Partner deems necessary or appropriate to reflect any amendment, change, change or modification of this Agreement or the Certificate of Limited Partnership made in accordance with the terms of this Agreement, including any instruments necessary to dissolve the Partnership; (iiic) certificates Certificates of assumed nameAssumed Name; (d) management agreements with Warrington Mgt., L.P., or other advisory firms; and (ive) 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 customer agreements of limited partnership with CGM or other instruments to reflect such admissioncommodity 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, death, dissolution, liquidation, disability or termination 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 thereto, acting in good faith pursuant to such Power of Attorney. Each Attorney and each Limited Partner agrees hereby waives any and all defenses which may be available to execute a special contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under such Power of Attorney on a document separate from this AgreementAttorney. In the event of any conflict between this Agreement and any instruments filed by such attorney-in-fact attorney pursuant to the Power of Attorney granted in this Section 11Paragraph, this Agreement shall control.

Special Power of Attorney. Each Any person who becomes a Limited Partner, by Partner after the execution effective date of this Agreement, does irrevocably constitute Agreement shall execute and appoint deliver to the General Partner, with full Partner a special power of substitution, attorney in form acceptable to the General Partner (existing Limited Partners having already executed and delivered same) in which the General Partner is constituted and appointed as his true and lawful agent and the attorney-in-fact, fact for such Limited Partner with power and authority to act in his name, place, name and xxxxx, (a) on his behalf to execute, acknowledge, and swear toto in the execution, deliver, fileacknowledgment, and record in his behalf in filing of documents, which shall include, by way of illustration but not of limitation, the appropriate public offices and publish: (i) this following: 1. This Agreement and the Certificate all certificates of Limited Partnership and Partnership, as well as all amendments thereto; (ii) all instruments that to the foregoing which, under the laws of the State of California or the laws of any other state, are required to be filed or recorded or which the General Partner deems necessary it advisable to file or appropriate record; 2. All other instruments or documents which may be required to reflect be filed or recorded by the Partnership under the laws of any amendment, changestate or by any governmental agency, or modification which the General Partner deems it advisable to file or record; and 3. All instruments or documents which may be required to effect the continuation of this Agreement the Partnership, the admission of additional or substituted Limited Partners, the withdrawal of Limited Partners, or the Certificate dissolution and termination of Limited Partnership made the Partnership, provided such continuation, admission, withdrawal and dissolution and termination are 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 special power of Attorney granted herein shall be irrevocable and deemed attorney to be concurrently granted upon admission as such by each Limited Partner: 1. is a special power of attorney coupled with an interest and interest, is irrevocable, shall survive the incapacitydeath of the granting Limited Partner, death, dissolution, liquidation, or termination of and is limited to those matters herein set forth; 2. shall survive an assignment by a Limited Partner. Each Partner of all or any portion of his Units except that, where the assignee of the Units owned by a Limited Partner hereby agrees to be bound by any representation made has been approved 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 for admission to the Power Partnership as a substituted Limited Partner, the special power of Attorney granted in this Section 11attorney shall survive each assignment for the purpose of enabling the General Partner to execute, this Agreement shall controlacknowledge, and file any instrument or document necessary to effect such substitution.

Special Power of Attorney. Each Limited Partner, by the execution of this Agreement, 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 full the power of substitution, as his true and lawful agent and attorney-in-fact, in his name, placeplace and xxxxx (the “Power of Attorney”), and xxxxx, (a) to execute, acknowledge, swear to, deliver, file, file and record in his behalf in the appropriate public offices and publish: publish (ia) this Agreement and the a Certificate of Limited Partnership and Partnership, including amendments and/or restatements thereto; (iib) all instruments that which the General Partner deems necessary or appropriate to reflect any amendment, change, change or modification of this Agreement or the Certificate of Limited Partnership made in accordance with the terms of this Agreement, including any instruments necessary to dissolve the Partnership; (iiic) certificates Certificates of assumed nameAssumed Name; (d) management agreements with the Advisor or other advisory firms; and (ive) 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 customer agreements of limited partnership or other instruments to reflect such admissionwith 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, death, dissolution, liquidation, disability or termination 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 thereto, acting in good faith pursuant to such Power of Attorney. Each , and each Limited Partner agrees hereby waives any and all defenses which may be available to execute a special contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under such Power of Attorney on a document separate from this AgreementAttorney. In the event of any conflict between this Agreement and any instruments filed by such attorney-in-fact attorney pursuant to the Power of Attorney granted in this Section 11Paragraph, this Agreement shall control.

Special Power of Attorney. Each Limited Partner, by the execution of this Agreement, 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 full the power of substitution, as his true and lawful agent and attorney-in-fact, in his name, place, place and xxxxx, (a) to execute, acknowledge, swear to, deliver, file, file and record in his behalf in the appropriate public offices and publish: publish (ia) this Agreement and the a Certificate of Limited Partnership and Partnership, including amendments and/or restatements thereto; (iib) all instruments that which the General Partner deems necessary or appropriate to reflect any amendment, change, change or modification of this Agreement or the Certificate of Limited Partnership made in accordance with the terms of this Agreement, including any instruments necessary to dissolve the Partnership; (iiic) certificates Certificates of assumed nameAssumed Name; (d) advisory agreements with XxxxXxxxx Capital, Inc. or other advisory firms; and (ive) 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 customer agreements of limited partnership with CGM or other instruments to reflect such admissioncommodity 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, death, dissolution, liquidation, disability or termination 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 thereto, acting in good faith pursuant to such Power of Attorney. Each Attorney and each Limited Partner agrees hereby waives any and all defenses which may be available to execute a special contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under such Power of Attorney on a document separate from this AgreementAttorney. In the event of any conflict between this Agreement and any instruments filed by such attorney-in-fact attorney pursuant to the Power of Attorney granted in this Section 11Paragraph, this Agreement shall control.

Special Power of Attorney. Each Limited Partner, by the execution of this Agreement, Partner does irrevocably constitute and appoint the General Partner, Partner and each other person or entity that shall after the date of this Agreement become a general partner of the Partnership with full the power of substitution, as his true and lawful agent and attorney-in-fact, in his name, place, place and xxxxx, (a) to execute, acknowledge, swear to, deliver, file, file and record in his behalf in the appropriate public offices and publish: publish (i) this Agreement and the a Certificate of Limited Partnership and Partnership, including amendments and/or restatements thereto; (ii) all instruments that which the General Partner deems necessary or appropriate to reflect any amendment, change, change or modification of this Agreement the Partnership or dissolution of the Certificate of Limited Partnership made in accordance with the terms of this Agreement; (iii) certificates Certificates of assumed nameAssumed 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 Customer Agreements with MS&Co. or other instruments to reflect such admissioncommodity 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, death, dissolution, liquidation, disability or termination 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 thereto, acting in good faith pursuant to such Power of Attorney. Each Limited ; provided, however, that the action taken was determined to be in the best interest of the Partnership and did not constitute negligence or misconduct of the General Partner agrees to execute a special Power of Attorney on a document separate from this Agreementor any successor thereto. In the event of any conflict between this Agreement and any instruments filed by such attorney-in-fact attorney pursuant to the Power of Attorney granted in this Section 11Paragraph, this Agreement shall control.