The Partnership. (a) The Partnership is a limited partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite powers necessary to carry on its business as now conducted, to own, lease and operate its properties.
The Partnership. The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the law of the Republic of The Marshall Islands, and has the limited partnership power and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Partnership is oris not a limited partnership formed under the laws of anyjurisdiction other than the Commonwealth of Pennsylvania. If the bidder is an Out-of-state limited partnership, it must register with the Pennsylvania Department of State as required by the Act of July 10, 1981, P.L. 237, as amended, 59 Pa. C.S.A. §503. Out-of-state limited partnerships must provide the date of registry with the Pennsylvania Department of State:
The Partnership. 2.1 In exercise of their powers under sections 101(5) and 102 of the 1972 Act, sections 19 and 20 of the Local Government Act 2000, and all other enabling powers, the Partner Authorities agree to establish and participate in the Shared Services to be delivered through a Joint Committee which shall be constituted and conduct its business in accordance with this Agreement, including the constitution set out in Schedule 1 with effect from the Commencement Date.
The Partnership. The Partnership shall indemnify, defend, and hold harmless the Trading Advisor, its controlling persons, their affiliates and their respective directors, officers, shareholders, employees, and controlling persons, from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Partnership shall have approved such settlement) resulting from a demand, claim, lawsuit, action, or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to the business or activities undertaken by the Trading Advisor pursuant to this Agreement or a breach of this Agreement or a representation, warranty or covenant herein by the General Partner or the Partnership; provided that a court of competent jurisdiction upon entry of a final judgement finds (or, if no final judgement is entered, an opinion is rendered to the Partnership and the Trading Advisor by independent counsel reasonably acceptable to both parties) to the effect that the action or inaction of such indemnified party that was the subject of the demand, claim, lawsuit, action, or proceeding did not constitute negligence, misconduct, or a breach of this Agreement or of a representation, warranty or covenant herein and was done in good faith and in a manner such indemnified party reasonably believed to be in, or not opposed to, the best interests of the Partnership. The termination of any demand, claim, lawsuit, action, or proceeding by settlement shall not, of itself, create a presumption that the conduct in question was not undertaken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Partnership. No indemnification shall be due hereunder for any matter for which any person or entity is indemnified by the Trading Advisor under the Selling Agreement. (b)
The Partnership. 4.1.1 The Partnership was formed in April 2002 under Sections 84(4) and 89(2) of the Countryside and Rights of Way Act 2000 by the Countryside Agency, Chichester Harbour Conservancy, Hampshire County Council, West Sussex County Council, Chichester District Council and Havant Borough Council.