Common use of Execution of Papers Clause in Contracts

Execution of Papers. (a) The Partners agree to execute such instruments, documents, and papers as the General Partner deems necessary or appropriate to carry out the intent of this Agreement. (b) Each Partner, including each additional and substituted Partner, by the execution of this Agreement, irrevocably constitutes and appoints the Liquidator 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 all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Partner's Partnership Interest pursuant to Section 11.2(e). (c) The power of attorney granted pursuant to Section 16.6(b) shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the Liquidator to act as contemplated by this Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the bankruptcy, death, adjudication of incompetence or insanity, or dissolution of any Person hereby giving such powers and the transfer or assignment of all or any part of such Person's Partnership Interest; provided, however, that in the event of a Transfer by a Partner, the powers of attorney given by the transferor shall survive such Transfer only until such time as the Transferee or Successor shall have been admitted to the Partnership as a substituted Partner and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution. (d) Each Partner agrees to be bound by any actions taken by the Liquidator acting in good faith pursuant to the power of attorney granted pursuant to Section 16.6(b) that are consistent with and subject to the provisions of this Agreement and hereby waives any and all defenses that may be available to contest, negate, or disaffirm any action of the Liquidator taken in good faith under the power of attorney granted pursuant to Section 16.6(b) that are consistent with and subject to the provisions of this Agreement.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Insight Capital Inc), Limited Partnership Agreement (Insight Communications Co Inc)

Execution of Papers. (a) The Partners agree to execute such instruments, documents, and papers as the General Managing Partner deems necessary or appropriate to carry out the intent of this Agreement. (b) Each Partner, including each additional and substituted Partner, by the execution of this Agreement, irrevocably constitutes and appoints the Liquidator 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 all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Partner's Partnership Interest pursuant to Section 11.2(e). (c) The power of attorney granted pursuant to Section 16.6(b16.5(b) shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the Liquidator to act as contemplated by this Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the bankruptcy, death, adjudication of incompetence or insanity, or dissolution of any Person hereby giving such powers and the transfer or assignment of all or any part of such Person's Partnership Interest; provided, however, that in the event of a Transfer an assignment by a Partner, the powers of attorney given by the transferor shall survive such Transfer assignment only until such time as the Transferee or Successor Assignee shall have been admitted to the Partnership as a substituted Partner and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution. (d) Each Partner agrees to be bound by any actions taken by the Liquidator acting in good faith pursuant to the power of attorney granted pursuant to Section 16.6(b16.5(b) that are consistent with and subject to the provisions of this Agreement and hereby waives any and all defenses that may be available to contest, negate, or disaffirm any action of the Liquidator taken in good faith under the power of attorney granted pursuant to Section 16.6(b16.5(b) that are consistent with and subject to the provisions of this Agreement.

Appears in 1 contract

Sources: Limited Partnership Agreement (Century Communications Corp)

Execution of Papers. (a) The Partners agree to execute such instruments, documents, and papers as the General Partner deems necessary or appropriate to carry out the intent of this Agreement. (b) Each Partner, including each additional and substituted or substitute Partner, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints the Liquidator General Partner or any Person designated by the General Partner to act on its behalf for purposes of this Section 13.3 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 all agreements, instruments, and other at the appropriate public offices such documents that as may be necessary or appropriate to effect carry out the sale provisions of this Agreement, including all certificates and other instruments, and any amendment thereof, that the General Partner deems appropriate to qualify or continue the Partnership as a registered limited liability partnership under the Act or in any jurisdiction in which the Partnership may conduct such business or in which such qualification or continuation is, in the opinion of the General Partner's Partnership Interest pursuant , necessary to Section 11.2(e). (c) protect the limited liability of the Partners. The power appointment by each Partner of attorney granted pursuant to Section 16.6(b) the General Partner as its attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the Liquidator General Partner to act as contemplated by this Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the bankruptcy, death, adjudication of incompetence or insanity, bankruptcy or dissolution of any Person hereby Partner giving such powers power and the transfer or assignment of all or any part of such PersonPartner's Partnership Interestinterests; provided, however, that in the event of a Transfer transfer by a PartnerPartner of all of its interest, the powers power of attorney given by the transferor shall survive such Transfer assignment only until such time as the Transferee or Successor Assignee shall have been admitted to the Partnership as a substituted Partner and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitutionadmission. (d) Each Partner agrees to be bound by any actions taken by the Liquidator acting in good faith pursuant to the power of attorney granted pursuant to Section 16.6(b) that are consistent with and subject to the provisions of this Agreement and hereby waives any and all defenses that may be available to contest, negate, or disaffirm any action of the Liquidator taken in good faith under the power of attorney granted pursuant to Section 16.6(b) that are consistent with and subject to the provisions of this Agreement.

Appears in 1 contract

Sources: Limited Partnership Agreement (Mobile Medic Ambulance Service Inc)

Execution of Papers. (a) The Partners agree to execute such instruments, documents, and papers as the General Partner deems necessary or appropriate to carry out the intent of this Agreement. (b) Each Partner, including each additional and substituted or substitute Partner, by the execution of this Agreement or by agreeing in writing to be bound by the provisions of this Agreement, irrevocably constitutes and appoints the Liquidator General Partner or any Person designated by the General Partner to act on its behalf for purposes of this Section 13.3 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 all agreements, instruments, and other at the appropriate public offices such documents that as may be necessary or appropriate to effect carry out the sale provisions of this Agreement, including all certificates and other instruments, and any amendment thereof, that the General Partner deems appropriate to qualify or continue the Partnership as a registered limited liability partnership under the Act or in any jurisdiction in which the Partnership may conduct such business or in which such qualification or continuation is, in the opinion of the General Partner's Partnership Interest pursuant , necessary to Section 11.2(e). (c) protect the limited liability of the Partners. The power appointment by each Partner of attorney granted pursuant to Section 16.6(b) the General Partner as its attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the Liquidator General Partner to act as contemplated by this Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the bankruptcy, death, adjudication of incompetence or insanity, bankruptcy or dissolution of any Person hereby Partner giving such powers power and the transfer or assignment of all or any part of such Person's Partnership InterestPartner’s interests; provided, however, that in the event of a Transfer transfer by a PartnerPartner of all of its interest, the powers power of attorney given by the transferor shall survive such Transfer assignment only until such time as the Transferee or Successor Assignee shall have been admitted to the Partnership as a substituted Partner and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitutionadmission. (d) Each Partner agrees to be bound by any actions taken by the Liquidator acting in good faith pursuant to the power of attorney granted pursuant to Section 16.6(b) that are consistent with and subject to the provisions of this Agreement and hereby waives any and all defenses that may be available to contest, negate, or disaffirm any action of the Liquidator taken in good faith under the power of attorney granted pursuant to Section 16.6(b) that are consistent with and subject to the provisions of this Agreement.

Appears in 1 contract

Sources: Limited Partnership Agreement (River Medical Inc)

Execution of Papers. (a) The Partners agree to execute such instruments, documents, and papers as the General Partner deems necessary or appropriate to carry out the intent of this Agreement. (b) Each Partner, including each additional and substituted Partner, by the execution of this Agreement, irrevocably constitutes and appoints the Liquidator 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 all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Partner's Partnership Interest pursuant to Section 11.2(e8.2(e). (c) The power of attorney granted pursuant to Section 16.6(b13.5(b) shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the Liquidator to act as contemplated by this Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the bankruptcy, death, adjudication of incompetence or insanity, or dissolution of any Person hereby giving such powers and the transfer or assignment of all or any part of such Person's Partnership Interest; provided, however, that in the event of a Transfer by a Partner, the powers of attorney given by the transferor shall survive such Transfer only until such time as the Transferee or Successor shall have been admitted to the Partnership as a substituted Partner and all required documents and instruments shall have been duly executed, filed, and recorded to effect such substitution. (d) Each Partner agrees to be bound by any actions taken by the Liquidator acting in good faith pursuant to the power of attorney granted pursuant to Section 16.6(b13.5(b) that are consistent with and subject to the provisions of this Agreement and hereby waives any and all defenses that may be available to contest, negate, or disaffirm any action of the Liquidator taken in good faith under the power of attorney granted pursuant to Section 16.6(b13.5(b) that are consistent with and subject to the provisions of this Agreement.

Appears in 1 contract

Sources: Limited Partnership Agreement (Insight Capital Inc)