Common use of General Partner as Attorney Clause in Contracts

General Partner as Attorney. in-fact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner and each successor General Partner, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) all certificates of limited partnership, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems necessary or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; (b) any and all amendments or changes to this Agreement and the instruments described in (a), as now or hereafter amended, which the General Partner may deem necessary, desirable, or appropriate to effect a change or modification of the Partnership in accordance with Section 10.01 of this Agreement, including, without limitation, amendments or changes to reflect (i) the exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any substituted Partner; and (iv) the disposition by any Partner of its Interest in the Partnership; (c) all certificates of cancellation and other instruments which the General Partner deems necessary or appropriate to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. in-factFact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner and each successor General Partner, with full power of substitution and resubstitution, its his true and lawful attorney-in-fact for it him and in its his name, place, and stead and for its his use and benefit, to sign, execute, certify, acknowledgeacknowledxx, swear xwear to, file, and record (a) this Agreement and all certificates of limited partnershipagreements, assumed name or similar certificates, instruments, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems necessary documents amending or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; (b) any and all amendments or changes to changing this Agreement and the instruments described in (a), as now or hereafter amended, amended which the General Partner may deem necessary, desirable, or appropriate to effect a change or modification of the Partnership in accordance with Section 10.01 of this Agreement, including, without limitation, amendments or changes to reflect (i) the exercise by the any General Partner of any power granted to it him under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any substituted Substituted Limited Partner; and (iv) the disposition by any Partner of its Interest his interest in the Partnership; (cb) all certificates any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of cancellation and the State of Delaware or any other instruments state or jurisdiction in which the General Partner deems necessary Partnership is doing or appropriate intends to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreementdo business; and (dc) any other instrument which is now or may hereafter be filing required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the General Partner to carry out fully Securities and Exchange Commission regarding the provisions Partnership's or any Limited Partner's direct or indirect ownership of this Agreement or interest in accordance with its termsthe Shares. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. inIn-factFact. Each The Limited Partner hereby makes, constitutes, and appoints the each General Partner and each any successor General Partner, with full power of substitution and resubstitution, its his true and lawful attorney-in-fact for it him and in its his name, place, and stead xxxxx and for its his use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all certificates of limited partnershipagreements, assumed name or similar certificates, instruments, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems necessary documents amending or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; (b) any and all amendments or changes to changing this Agreement and the instruments described in (a), as it now reads or is hereafter amended, amended which the General Partner may deem necessary, desirable, or appropriate to effect a change or modification of the Partnership in accordance with Section 10.01 of this Agreement, including, without limitation, amendments or changes to reflect (i) the exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any substituted Partner; and (iv) the disposition by any Partner of its Interest interest in the Partnership; and (cb) all certificates any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of cancellation and the State of Texas or any other instruments state or jurisdiction in which the General Partner deems necessary Partnership is doing or appropriate intends to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its termsdo business. Each The Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such the Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. inIn-factFact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner and Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (ai) all certificates of limited partnership, assumed amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems or Liquidator may deem necessary or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; , (bii) any and all amendments amendments, restatements or changes to this Agreement and the instruments described in (ai), as now or hereafter amended, which the General Partner may deem necessary, desirable, or appropriate necessary to effect a change or modification of the Partnership approved by the Partners in accordance with Section 10.01 the terms of this Agreement, including, without limitation, amendments amendments, restatements or changes to reflect (iA) the exercise by the General Partner of any power granted to it under this Agreement; , (iiB) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iiiC) the admission of any substituted Partner; , and (ivD) the disposition by any Partner of its Interest in the Partnership; , (ciii) all certificates of cancellation and other instruments which the General Partner deems or Liquidator deem necessary or appropriate to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; , and (div) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the General Partner or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. inIn-factFact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner and Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (ai) all certificates of limited partnership, assumed amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems or Liquidator may deem necessary or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; , (bii) any and all amendments amendments, restatements or changes to this Agreement and the instruments described in (ai), as now or hereafter amended, which the General Partner may deem necessary, desirable, or appropriate necessary to effect a change or modification of the Partnership approved by the Partners in accordance with Section 10.01 the terms of this Agreement, including, without limitation, amendments amendments, restatements or changes to reflect (iA) the exercise by the General Partner of any power granted to it under this Agreement; , (iiB) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iiiC) the admission of any substituted Partner; , and (ivD) the disposition by any Partner of its Interest in the Partnership; , (ciii) all certificates of cancellation and other instruments which the General Partner deems or Liquidator deem necessary or appropriate to effect the dissolution and termination of the Partnership pursuant to 61 the terms of this Agreement; , and (div) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the General Partner or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. inIn-factFact. Each The Limited Partner hereby makes, ----------------------------------- constitutes, and appoints the General Partner and each any successor General Partner, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all certificates of limited partnershipagreements, assumed name or similar certificates, instruments, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems necessary documents amending or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; (b) any and all amendments or changes to changing this Agreement and the instruments described in (a), as now or hereafter amended, of thereafter amended which the General Partner may deem necessary, desirable, or appropriate to effect a change or modification of the Partnership in accordance with Section 10.01 of this Agreement, including, without limitation, amendments or changes to reflect (i) the exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any substituted Partner; and (iv) the disposition by any Partner Partners of its Interest interest in the Partnership; and (cb) all certificates any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of cancellation and the State of Delaware or any other instruments state or jurisdiction in which the General Partner deems necessary Partnership is doing or appropriate intends to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its termsdo business. Each The Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

General Partner as Attorney. inIn-factFact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner and Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (ai) all certificates of limited partnership, assumed amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner deems or Liquidator may deem necessary or appropriate to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business; , (bii) any and all amendments amendments, restatements or changes to this Agreement and the instruments described in subparagraph (ai), as now or hereafter amended, which the General Partner may deem necessary, desirable, or appropriate necessary to effect a change or modification of the Partnership approved by the Partners in accordance with Section 10.01 the terms of this Agreement, including, without limitation, amendments amendments, restatements or changes to reflect (iA) the exercise by the General Partner of any power granted to it under this Agreement; , (iiB) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iiiC) the admission of any substituted Partner; , and (ivD) the disposition by any Partner of its Interest in the Partnership; , (ciii) all certificates of cancellation and other instruments which the General Partner deems or Liquidator deem necessary or appropriate to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; , and (div) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or desirable by the General Partner or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.