ARTICLE II ORGANIZATIONAL MATTERS Sample Clauses

ARTICLE II ORGANIZATIONAL MATTERS. 15 Section 2.1 Organization..............................................15 Section 2.2 Name......................................................15 Section 2.3 Registered Office and Agent; Principal Office.............15 Section 2.4 Term......................................................16 ARTICLE III PURPOSE..........................................................16 Section 3.1
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ARTICLE II ORGANIZATIONAL MATTERS. 16 Section 2.1 Organization................................................................................16 Section 2.2 Name........................................................................................16 Section 2.3 Registered Office and Agent; Principal Office...............................................16 Section 2.4 Term........................................................................................17 ARTICLE III PURPOSE....................................................................................................17 Section 3.1 Purpose and Business........................................................................17 Section 3.2 Powers......................................................................................17 ARTICLE IV CAPITAL CONTRIBUTIONS AND ISSUANCES Of PARTNERSHIP INTERESTS................................................18 Section 4.1 Capital Contributions of the Partners.......................................................18 Section 4.2 Issuances of Partnership Interests..........................................................18 Section 4.3
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ARTICLE II ORGANIZATIONAL MATTERS. 7 2.1 Formation..................................................................................... 7 2.2 Name.......................................................................................... 7 2.3 Principal Office; Registered Office........................................................... 8
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ARTICLE II ORGANIZATIONAL MATTERS. 8 Section 2.1
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ARTICLE II ORGANIZATIONAL MATTERS. 11 Section 2.1 Formation of LLC; Continuation ....................................................................................................................... 11 Section 2.2 Limited Liability Company Agreement.............................................................................................................. 11 Section 2.3 Name .................................................................................................................................................................. 11 Section 2.4 Purpose............................................................................................................................................................... 12 Section 2.5 Principal Office; Registered Office ................................................................................................................... 12 Section 2.6 Term.................................................................................................................................................................... 12 Section 2.7 No State-Law Partnership .................................................................................................................................. 12 Section 2.8 Ratification and Specific Authorization of Transactions.................................................................................... 12
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ARTICLE II ORGANIZATIONAL MATTERS. 13 Section 2.1 Organization . . . . . . . . . . . . . . . . . . . . . . . 13 Section 2.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 2.3 Registered Office and Agent; Principal Office . . . . . . 13 Section 2.4 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE III PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.1 Purpose and Business . . . . . . . . . . . . . . . . . . . 13 Section 3.2 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.3 Partnership Only for Purposes Specified . . . . . . . . . 14 ARTICLE IV
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ARTICLE II ORGANIZATIONAL MATTERS. 8 2.1 Organization of Partnership . . . . . . . . . . . . . . . . . . . . . 8 2.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.3 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.4 Principal Office; Registered Office . . . . . . . . . . . . . . . . . 8 2.5 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE III
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Related to ARTICLE II ORGANIZATIONAL MATTERS

  • Organizational Matters 16 Section 2.1. Organization.....................................................16 Section 2.2. Name ............................................................16 Section 2.3. Resident Agent; Principal Office.................................16 Section 2.4.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Additional Matters (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements.

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • Operational Matters Except as would not, individually or in the aggregate, be reasonably expected to result in a Company Material Adverse Effect:

  • Transitional Matters Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.

  • Qualification, Organization, Subsidiaries, etc Each of the Acquired Companies is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, including the effect of the announcement of, or the existence of the plan to make, the Proposed Divestitures (as defined in the Merger Agreement) (provided that the exception in this clause (b)(i) shall not apply to the representations and warranties contained in Section 4.2(c) to the extent that the execution of this Agreement or the consummation of the transactions contemplated hereby would result in any of the consequences set forth in clauses (i) or (ii) of such section), (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to the Merger Agreement or this Agreement or the transactions contemplated thereby or hereby or (iii) changes in applicable Law, GAAP or accounting standards. No Acquired Company is in violation of any of the provisions of its respective articles or certificate of incorporation and by-laws, except as would not have a Business Material Adverse Effect. All the outstanding shares of capital stock of, or other equity interests in the Acquired Companies have been validly issued and are fully paid and non-assessable, owned directly or indirectly by Knight Ridder (or following the Effective Time, Seller), free and clear of all Liens, other than Permitted Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.

  • Additional Matters; Survival of Indemnities (a) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.

  • Organization and Standing The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

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