Common use of Grant of Power Clause in Contracts

Grant of Power. Each Partner does hereby irrevocably make, constitute, and appoint the General Partner, each of their partners and any successors thereto, each with full power of substitution, as its true and lawful attorney and agent, with full power and authority in its name, place, and stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto that the General Partner deems appropriate, necessary or advisable to form, qualify, reform, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction in which the Partnership conducts business; (ii) all instruments that the General Partner deems necessary, appropriate or advisable to reflect the use by the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of the Partnership in accordance with the terms of this Agreement; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to reflect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; (v) instruments relating to the admission of additional or substituted Partners pursuant to the terms of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with the Partnership business.

Grant of Power. Each Partner does The undersigned limited partner in the POSM II Properties Partnership, L.P., a Delaware limited partnership (“Partnership”) hereby irrevocably makemakes, constituteconstitutes and appoints ARCO Chemical Company (“General Partner”), and appoint or any successor to or assignee of the General Partner, each of their partners and any successors thereto, each ’s interest in the Partnership (with full power right of substitution), as its true and lawful attorney for it and agent, with full power and authority in its name, place, place and stead and for its use and benefit, subject to the provisions of the POSM II Properties Limited Partnership Agreement of Limited Partnership (“Partnership Agreement”), to sign, execute, certify, acknowledge, swear to, file and record a certificate of limited partnership, and to sign, execute, certify, acknowledge, deliverswear to, file, and/or file and record all other agreements or instruments that may be required in connection with the appropriate public offices formation of the Partnership, the transfer of assets of the General Partnership to the Partnership, the assumption of liabilities of the General Partnership by the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership, including agreements or other instruments or documents (i) all certificates and other instruments (including, without limitation, to reflect the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto that exercise by the General Partner deems appropriate, necessary or advisable of any of the powers granted to form, qualify, reform, or continue the qualification of, it under the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction in which the Partnership conducts businessAgreement; (ii) all instruments that to reflect any amendment made to the General Partner deems necessary, appropriate or advisable Partnership Agreement; (iii) to reflect the use by admission to the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that new or substituted partner or the General Partner deems necessary, appropriate, or advisable to reflect withdrawal of any amendment, change, or modification of the Partnership in accordance with the terms of this Agreementpartner; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to reflect additional capital contributions made to the dissolution and termination Partnership; or (v) that may be required of the Partnership pursuant or of the partners by Delaware law or any other applicable law. The undersigned authorizes such attorney-in-fact, subject to the terms of this Partnership Agreement; (v) instruments relating , to the admission of additional or substituted Partners pursuant to the terms of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of take any further action that such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, attorney-in-fact shall consider necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with any of the Partnership businessforegoing, hereby giving such attorney-in-fact all power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done concerning the foregoing as fully as the undersigned might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

Grant of Power. Each Partner does hereby irrevocably make, constitute, and appoint the General Partner, each of their partners and any successors thereto, each with full power of substitution, as its true and lawful attorney and agent, with full power and authority in its name, place, and stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto that the General Partner deems appropriate, necessary or advisable to form, qualify, reform, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction in which the Partnership conducts business; (ii) all instruments that the General Partner deems necessary, appropriate or advisable to reflect the use by the Partnership of any name other than Visionary Lab ServicesEyeMasters of Texas, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of the Partnership in accordance with the terms of this Agreement; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to reflect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; (v) instruments relating to the admission of additional or substituted Partners pursuant to the terms of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with the Partnership business.

Grant of Power. Each Partner does hereby irrevocably make, constitute, and appoint the General Partner, each of their partners and any successors thereto, each with full power of substitution, as its true and lawful attorney and agent, with full power and authority in its name, place, and stead and to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto that the General Partner deems appropriate, necessary or advisable to form, qualify, reform, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction in which the Partnership conducts business; (ii) all instruments that the General Partner deems necessary, appropriate or advisable to reflect the use by the Partnership of any name other than Visionary Lab ECCA Distribution Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of the Partnership in accordance with the terms of this Agreement; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to reflect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; (v) instruments relating to the admission of additional or substituted Partners pursuant to the terms of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with the Partnership business.

Grant of Power. Each Partner does The undersigned limited partner in the ARCO Chemical Properties, L.P., a Delaware limited partnership (“Partnership”) hereby irrevocably makemakes, constituteconstitutes and appoints ARCO Chemical Technology Management, and appoint Inc. (“General Partner”), or any successor to or assignee of the General Partner, each of their partners and any successors thereto, each ’s interest in the Partnership (with full power right of substitution), as its true and lawful attorney for it and agent, with full power and authority in its name, place, place and stead and for its use and benefit, subject to the provisions of the ARCO Chemical Properties, L.P. Agreement of Limited Partnership (“Partnership Agreement”), to sign, execute, certify, acknowledge, swear to, file and record a certificate of limited partnership, and to sign, execute, certify, acknowledge, deliverswear to, file, file and record all other instruments that may be required in connection with the appropriate public offices formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership, including agreements or other instruments or documents (i) all certificates and other instruments (including, without limitation, to reflect the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto that exercise by the General Partner deems appropriate, necessary or advisable of any of the powers granted to form, qualify, reform, or continue the qualification of, it under the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction in which the Partnership conducts businessAgreement; (ii) all instruments that to reflect any amendment made to the General Partner deems necessary, appropriate or advisable Partnership Agreement; (iii) to reflect the use by admission to the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that new or substituted partner or the General Partner deems necessary, appropriate, or advisable to reflect withdrawal of any amendment, change, or modification of the Partnership in accordance with the terms of this Agreementpartner; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to reflect additional capital contributions made to the dissolution and termination Partnership; or (v) that may be required of the Partnership pursuant or of the partners by Delaware law or any other applicable law. The undersigned authorizes such attorney-in-fact, subject to the terms of this Partnership Agreement; (v) instruments relating , to the admission of additional or substituted Partners pursuant to the terms of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of take any further action that such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, attorney-in-fact shall consider necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with any of the Partnership businessforegoing, hereby giving such attorney-in-fact all power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done concerning the foregoing as fully as the undersigned might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

Grant of Power. Each Partner does The undersigned limited partner in the ARCO Chemical Properties, L.P., a Delaware limited partnership (“Partnership”) hereby irrevocably makemakes, constituteconstitutes and appoints ARCO Chemical Technology Management, and appoint Inc. (“General Partner”), or any successor to or assignee of the General Partner, each of their partners and any successors thereto, each ’s interest in the Partnership (with full power right of substitution), as its true and lawful attorney for it and agent, with full power and authority in its name, place, place and stead and for its use and benefit, subject to the provisions of the ARCO Chemical Properties, L.P. Agreement of Limited Partnership (“Partnership Agreement”), to sign, execute, certify, acknowledge, swear to, file and record a certificate of limited partnership, and to sign, execute, certify, acknowledge, deliverswear to, file, file and record all other instruments that may be required in connection with the appropriate public offices formation of the Partnership, the conduct of the Partnership’s business or the dissolution and winding-up of the Partnership, including agreements or other instruments or documents (i) all certificates and other instruments (including, without limitation, to reflect the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto that exercise by the General Partner deems appropriate, necessary or advisable of any of the powers granted to form, qualify, reform, or continue the qualification of, it under the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction in which the Partnership conducts businessAgreement; (ii) all instruments that to reflect any amendment made to the General Partner deems necessary, appropriate or advisable Partnership Agreement; (iii) to reflect the use by admission to the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that new or substituted partner or the General Partner deems necessary, appropriate, or advisable to reflect withdrawal of any amendment, change, or modification of the Partnership in accordance with the terms of this Agreementpartner; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate, necessary, or advisable to reflect additional capital contributions made to the dissolution and termination Partnership; or (v) that may be required of the Partnership pursuant or of the partners by Delaware law or any other applicable law. [m:\wp\rhgcntrc\actech] The undersigned authorizes such attorney-in-fact, subject to the terms of this Partnership Agreement; (v) instruments relating , to the admission of additional or substituted Partners pursuant to the terms of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of take any further action that such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, attorney-in-fact shall consider necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with any of the Partnership businessforegoing, hereby giving such attorney-in-fact all power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done concerning the foregoing as fully as the undersigned might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

Grant of Power. Each investor Partner does hereby irrevocably make, constitute, constitutes and appoint appoints the Managing General Partner, and each of them, and their partners authorized representatives (and any successors thereto, each thereto by assignment or otherwise and the authorized representatives thereof) with full power of substitution, substitution as its true and lawful attorney agent and agentattorney-in-fact, with full power and authority in its name, place, and stead and stead, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices offices, as applicable or appropriate: (i) all certificates and other instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto or restatements thereof that the Managing General Partner deems appropriate, deem reasonable and appropriate or necessary to qualify or advisable to form, qualify, reformregister, or continue the qualification or registration of, the Partnership partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction all jurisdictions in which the Partnership conducts businesspartnership may conduct business or own property; (ii) all instruments instruments, including an amendment or restatement of this Agreement, that the Managing General Partner deems necessary, deem appropriate or advisable to reflect the use by the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable necessary to reflect any amendment, change, or modification of the Partnership this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the Managing General Partner deem appropriate or necessary to reflect the dissolution, liquidation and termination of the partnership pursuant to the terms of this Agreement; (iv) all conveyances instruments relating to the admission or substitution of any Partner; (v) all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or documents that the General Partner deems appropriate, necessary, or advisable to reflect in the dissolution and termination sole discretion of the Partnership pursuant Managing General Partner, to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by the investor Partners hereunder, is deemed to be made or given by the investor Partners hereunder, or is consistent with the terms of this Agreement and appropriate or necessary, in the sole discretion of the Managing General Partner, to effectuate the terms or intent of this Agreement; provided that, with respect to any action that requires the vote, consent, or approval of a stated percentage of the Partners under the terms of this Agreement; , the Managing General Partner may exercise the power of attorney granted in this subsection (v) instruments relating only after the necessary vote, consent, or approval has been made or given. Nothing herein contained shall be construed as authorizing the Managing General Partner to the admission of additional or substituted Partners pursuant to the terms amend this Agreement except in accordance with Article VIII of this Agreement (including, without limitation, changes or as otherwise provided in the Partners’ Voting Interests resulting from the admission of such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with the Partnership businessthis Agreement.

Grant of Power. Each Partner does hereby irrevocably makemakes, constituteconstitutes, and appoint appoints the General Partner and each successor General Partner, each of their partners and any successors thereto, each with full power of substitution and re-substitution, as its true and lawful attorney attorney-in-fact for it and agent, with full power and authority in its name, place, and stead and for its use-and benefit, to sign, execute, certify, acknowledge, swear to, acknowledge, deliver, file, and record in the appropriate public offices (ia) all certificates of limited partnership, amended name or similar certificates, and other certificates and instruments (including, without limitation, the Certificate of Limited Partnership and, at the option of the General Partner, including counterparts of this Agreement) and all amendments thereto that which the General Partner deems appropriate, may deem necessary or advisable appropriate to form, qualify, reform, or continue the qualification of, be filed by the Partnership as a limited partnership (or a partnership in which under the Limited Partners have limited liability) in laws of the State of Texas and in each Delaware or any other state or jurisdiction in which the Partnership conducts is doing or intends to do business; (iib) any and all amendments or changes to this Agreement and the instruments that described in (a), as now or hereafter amended, which the General Partner deems necessary, may deem necessary or appropriate or advisable to reflect the use by the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, effect a change or modification of the Partnership in accordance with the terms 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; and (c) all conveyances certificates of cancellation and other instruments or documents that which the General Partner deems appropriate, necessary, .may deem necessary or advisable appropriate to reflect effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; and (vd) instruments relating any other instrument which is now or may hereafter be required by law to be filed on-behalf of the admission of additional Partnership or substituted Partners pursuant is deemed necessary or appropriate by the General Partner to carry out fully the terms provisions of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of accordance with its terms. Each Partner authorizes each such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, or advisable in connection with any of the Partnership businessforegoing, 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 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.

Grant of Power. Each Partner does hereby irrevocably makemakes, constituteconstitutes, and appoint appoints the General Partner and each successor General Partner, each of their partners and any successors thereto, each with full power of substitutionsubstitution and resubstitution, as its true and lawful attorney attorney-in-fact for it and agent, with full power and authority in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, acknowledge, deliver, file, and record in the appropriate public offices (ia) all certificates of limited partnership, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner 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; (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 or appropriate to effect a change or modification of the Partnership in accordance with the terms. of this Agreement, including, without limitation, amendments or changes to reflect (i) the Certificate of Limited Partnership and, at the option of the General Partner, counterparts of this Agreement) and all amendments thereto that exercise by the General Partner deems appropriate, necessary or advisable of any power granted to form, qualify, reform, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Texas and in each jurisdiction in which the Partnership conducts businessit under this Agreement; (ii) all instruments that the General Partner deems necessary, appropriate or advisable to reflect the use any amendments adopted by the Partnership of any name other than Visionary Lab Services, Ltd.; (iii) all instruments that the General Partner deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of the Partnership 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; and (c) all conveyances certificates of cancellation and other instruments or documents that which the General Partner deems appropriate, necessary, may deem necessary or advisable appropriate to reflect effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; and (vd) instruments relating any other instrument which is now or may hereafter be required by law to be filed on behalf of the admission of additional Partnership or substituted Partners pursuant is deemed necessary or appropriate by the General Partner to carry out fully the terms provisions of this Agreement (including, without limitation, changes in the Partners’ Voting Interests resulting from the admission of accordance with its terms. Each Partner authorizes each such additional or substituted Partners); (vi) all documents that the General Partner deems appropriate, attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable to record or effectuate any vote that a Limited Partner is deemed to have cast pursuant to Section 15.14; and (vii) any other documents or instruments that the General Partner deems necessary, appropriate, 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 Partner communication sent by overnight courier, charges prepaid and addressed as follows, or to such other address as such Person may from time to time specify by notice to the Partners: (a) If to the Partnership, to the Partnership business.at the address set forth in Section 1.4 hereof with a copy sent to King & Spalding, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, Attention Xxxxxxx X. Xxxxxx. (b) If to the General Partner, to the address set forth in Section 2.1 hereof with a copy sent to King & Spalding, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, Attention Xxxxxxx X. Xxxxxx. (c) If to Assetco, to the address set forth in Section 2.2 hereof with a copy sent to 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 Attn: Manager of Operations-Commercial Aviation. (d) If to Investor, to the address set forth in Section 2.2 hereof with a copy sent to Potomac Capital Investment Corporation, 000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000, Attention: Contracts Administrator. Any such notice delivered, mailed or dispatched shall become effective when received. A return receipt will be conclusive evidence of receipt. Any Person may from time to time specify a different address by notice to the Partnership and the Partners. 14.2