Death of a limited partner clause samples

Each Limited Partner by the execution of this Agreement (directly or by power of attorney), or by otherwise acquiring an Interest and becoming a Limited Partner, does hereby irrevocably constitute and appoint the General Partner, with power of substitution, as his true and lawful attorney-in-fact, in his name, place and stead, to execute, acknowledge, swear to, file and record on his behalf in the appropriate public offices (i) this Agreement and a Certificate of Limited Partnership including amendments thereto; (ii) all instruments which the General Partner deems necessary or appropriate to reflect any amendment, change or modification of the Partnership in accordance with the terms of this Agreement; (iii) certificates of assumed name; and (iv) customer agreements with 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 or death 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, 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 such attorney pursuant to the Power of Attorney granted in this Paragraph, this Agreement shall control.

15.1.1 Death of a Limited Partner. A Limited Partner’s death shall not cause the Partnership to dissolve. The estate of the deceased Limited Partner and the person entitled to succeed to the Percentage Interest of a deceased Limited Partner under the decedent’s will or the laws of intestate succession shall be referred to as the Successor. On the death of a Limited Partner, the Successor shall become a Limited Partner, with all the rights and obligations of the deceased Limited Partner except that its Percentage Interest shall be subject to the option described in Paragraph 15.1.3.

4.6 Death of a Limited Partner. The death of any Limited Partner shall not cause the dissolution of the Partnership. In such event the Partnership and its business shall be continued by the remaining Partner or Partners and the Interests owned by the deceased Limited Partner shall automatically be transferred to such Limited Partner’s heirs (provided, that within a reasonable time after such transfer, the applicable heirs shall sign a joinder to this Agreement substantially in the form of Exhibit A attached hereto).