Common use of Appointment of Manager as Attorney in Fact Clause in Contracts

Appointment of Manager as Attorney in Fact. (a) Each Member, by the execution of this Agreement, irrevocably constitutes and appoints the Manager its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including, but not limited to: (i) All fictitious name certificates and all certificates and other instruments (including the Certificate of Formation and counterparts of this Agreement), and any amendment or restatement thereof, which the Manager deems appropriate to form, qualify or continue the Company as a limited liability company in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Manager, necessary or desirable to protect the limited liability of the Members; (ii) All amendments to this Agreement and the Certificate of Formation adopted in accordance with Section 13.4 and all instruments which the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; and (iii) All conveyances and other instruments which the Manager deems appropriate to reflect the dissolution and termination of the Company. (b) The foregoing appointment shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Manager to act as contemplated by this Agreement in any filing and other action by the Manager on behalf of the Company, and shall survive the bankruptcy, death, adjudication of incompetence, or dissolution of any Member hereby giving such power and the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the Transfer by a Member of all of its Membership Interest, the foregoing power of attorney of a transferor Member shall survive such Transfer only until such time as the Transferee shall have been admitted to the Company as a Member, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

Appointment of Manager as Attorney in Fact. (a) Each Subject to the restrictions set forth in this Agreement, each Member, by the execution of this Agreement, irrevocably constitutes and appoints the Manager its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such the following documents as may be necessary or appropriate to carry out the provisions of this Agreement, including, but not limited to: (i) All all fictitious name certificates and all certificates and other instruments (including the Certificate of Formation and counterparts of this Agreement), and any amendment or restatement thereof, which the Manager deems appropriate to form, qualify or continue the Company as a limited liability company in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Manager, necessary or desirable to protect the limited liability of the Members; (ii) All any Transfer pursuant to Section 8.7; (iii) all amendments to this Agreement and the Certificate of Formation adopted in accordance with Section 13.4 and all instruments which the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreementhereof; and (iiiiv) All all conveyances and other instruments which the Manager deems appropriate to reflect the dissolution and termination of the CompanyCompany in accordance with the terms hereof; provided, that with respect to the items listed in Section 14.1(a)(ii) and (iv), the foregoing appointment shall take effect upon the failure by any Member to execute and deliver the documents required in connection with Sections 14.1(a)(i)-(iv) within five (5) calendar days of the Manager’s request for the same. (b) The foregoing appointment shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Manager to act as contemplated by this Agreement in any filing and other action by the Manager it on behalf of the Company, and shall survive the bankruptcy, death, adjudication of incompetenceincompetence or insanity, or dissolution of any Member hereby giving such power and the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the Transfer by a Member of all of its Membership Interest, the foregoing power of attorney of a transferor Member shall survive such Transfer transfer only until such time as the Transferee transferee shall have been admitted to the Company as a MemberMember or Assignee, as the case may be, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution. (c) For the avoidance of doubt, the foregoing authority of the Manager shall not apply with respect to any matter requiring the approval of one or more Members in accordance with this Agreement unless and until such approval is obtained.

Appointment of Manager as Attorney in Fact. (a) Each Subject to the restrictions set forth in this Agreement, each Member, by the execution of this Agreement, irrevocably constitutes and appoints the Manager its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such the following documents as may be necessary or appropriate to carry out the provisions of this Agreement, including, but not limited to: (i) All fictitious name certificates and all certificates and other instruments (including the Certificate of Formation and counterparts of this Agreement), and any amendment or restatement thereof, which the Manager deems appropriate to form, qualify or continue the Company as a limited liability company in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Manager, necessary or desirable to protect the limited liability of the Members; (ii) All amendments to this Agreement and the Certificate of Formation adopted in accordance with Section 13.4 and all instruments which the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreementhereof; and (iii) All conveyances and other instruments which the Manager deems appropriate to reflect the dissolution and termination of the CompanyCompany in accordance with the terms hereof. (b) The foregoing appointment shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Manager to act as contemplated by this Agreement in any filing and other action by the Manager it on behalf of the Company, and shall survive the bankruptcy, death, adjudication of incompetenceincompetence or insanity, or dissolution of any Member hereby giving such power and the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the Transfer by a Member of all of its Membership Interest, the foregoing power of attorney of a transferor Member shall survive such Transfer transfer only until such time as the Transferee transferee shall have been admitted to the Company as a MemberMember or Assignee, as the case may be, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution. (c) For greater certainty, the Manager shall not take any action pursuant to this Section 11.1 in contravention of any other provision of this Agreement.

Appointment of Manager as Attorney in Fact. (a) 8.1.1 Each Member, by the its execution of this Agreement, irrevocably constitutes and appoints the Manager as its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including, including but not limited to: (ia) All fictitious name certificates and Subject to Section 8.2, all certificates and other instruments (including the Certificate of Formation and counterparts of this Agreement), and any amendment or restatement thereofall amendments thereto, which the Manager deems appropriate to form, qualify qualify, continue or continue otherwise operate the Company as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Manager, necessary or desirable to protect the limited liability of the Members;. (iib) All Subject to Section 8.2, all amendments to this Agreement and the Certificate of Formation adopted in accordance with Section 13.4 the terms hereof, and all instruments which the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; and. (iiic) All conveyances of Company assets, and other instruments which the Manager Liquidator reasonably deems appropriate necessary in order to reflect the complete a dissolution and termination of the CompanyCompany pursuant to this Agreement. (b) 8.1.2 The foregoing appointment by all Members of the Manager as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Manager to act as contemplated by this Agreement in any filing and other action by the Manager it on behalf of the Company, and shall survive the bankruptcy, death, adjudication of incompetence, or dissolution Incapacity of any Member hereby giving such power power, and the transfer or assignment of all or any part portion of the Membership Interest Units of such Member as permitted by this Agreement, and shall not be affected by the subsequent Incapacity of such Member; provided, however, that in the event of the Transfer by a Member of all of its Membership Interest, the foregoing power of attorney of a transferor Member shall survive such Transfer only until such time as the Transferee shall have been admitted to the Company as a Member, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

Appointment of Manager as Attorney in Fact. (a) Each Member, by the execution of this Agreement, irrevocably constitutes and appoints the Manager Board its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including, but not limited to: (i) All fictitious name certificates and all certificates and other instruments (including the Certificate of Formation and counterparts of this Agreement), and any amendment or restatement thereof, which the Manager Board deems appropriate to form, qualify or continue the Company as a limited liability company in the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the ManagerBoard, necessary or desirable to protect the limited liability of the Members; (ii) All amendments to this Agreement and the Certificate of Formation adopted in accordance with Section 13.4 14.3, and all instruments which the Manager Board deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement; and (iii) All conveyances and other instruments which the Manager Board deems appropriate to reflect the dissolution and termination of the Company. (b) The foregoing appointment shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Manager Board to act as contemplated by this Agreement in any filing and other action by the Manager it on behalf of the Company, and shall survive the bankruptcy, death, adjudication of incompetenceincompetence or insanity, or dissolution of any Member hereby giving such power and the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the Transfer by a Member of all of its Membership Interest, the foregoing power of attorney of a transferor Member shall survive such Transfer only until such time as the Transferee shall have been admitted to the Company as a Member, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.