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 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.

Appears in 15 contracts

Samples: Limited Partnership Agreement (Polaris Futures Fund L.P.), Limited Partnership Agreement (Morgan Stanley Managed Futures LV, L.P.), Limited Partnership Agreement (LV Futures Fund L.P.)

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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. 11.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Morgan Stanley Managed Futures HV, L.P.), Limited Partnership Agreement (Morgan Stanley Managed Futures MV, L.P.), Limited Partnership Agreement (Morgan Stanley Managed Futures LV, L.P.)

Special Power of Attorney. Each Limited Partner, Partner by the execution of this AgreementAgreement (directly or by power of attorney), or by otherwise acquiring an Interest and becoming a Limited Partner in accordance with the terms hereof, does hereby irrevocably constitute and appoint the General Partner, with full power of substitution, as his its true and lawful attorney-in-fact, in his its name, placeplace and stead, and xxxxx (a) to execute, acknowledge, swear to, deliver, file, file and record on his its behalf in the appropriate public offices and publish: (i) this Agreement and the a Certificate of Limited Partnership and including amendments theretothereof; (ii) 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; (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 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 the incapacity, death, dissolution, liquidation, incapacity or termination death of a Limited Partner. Each Limited Partner hereby hxxxxx 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, 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. 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 instrument filed by an attorney-in-fact such attorney pursuant to the Power of Attorney granted in this Section 10Paragraph, this Agreement shall control.

Appears in 1 contract

Samples: Limited Partnership Agreement (Millburn Multi-Markets Fund L.P.)

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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 sxxxx (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Managed Futures Premier BHM L.P.)

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