Actions by Partners. (a) The Board of Directors shall have no power, without action by the Partners themselves, (i) to amend this Partnership Agreement; (ii) to act other than in accordance with the purposes of the Partnership as set forth in Section 1.3 hereof; (iii) to admit a new Partner; (iv) to merge or consolidate the Partnership with any other entity; or (v) to dissolve the Partnership.
(b) No Partner shall, except as authorized by the provisions hereof, take any action or assume any obligations or liabilities on behalf of the Partnership.
(c) Nothing in this Partnership Agreement or the Management Agreement shall in any way restrict, prohibit or impair the right of each Partner to sell or otherwise license its own news, editorial and feature content to wire services or otherwise (for the account of the Partnership) as it deems in its best interest.
(d) Any fiduciary or other duty that either Partner (or any Affiliate thereof) may owe to the other with respect to any of its businesses or operations that are allegedly in competition with those of the Partnership shall be determined as if the legal relationship between the Partners were that which existed under the Previous Operating Agreement, and without regard to any subsequent agreement between the parties other than the express contractual provisions under this Partnership Agreement or the Management Agreement. For purposes of this Section 3.3(d), "Previous Operating Agreement" means that certain Operating Agreement dated March 28, 1940, as amended by agreements dated June 15, 1953 and October 14, 1970. This paragraph shall not limit the obligation of each Partner to act in a manner which such Partner reasonably believes to be in or not opposed to the best interests of the Partnership.
Actions by Partners. (a) No Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Partner or the Partnership, except as expressly set forth in this Agreement or approved by the Management Committee in accordance with the terms of this Agreement. Each Partner agrees to indemnify and hold each other Partner harmless from and against any claim, demand, loss, damage, liability or expense of any kind or nature whatsoever, including reasonable attorneys’ fees, incurred by or against such other Partner and arising out of or resulting from any action taken by the indemnifying Partner in violation of this Section 5.9(a).
(b) Any Partner asserting a right to indemnification under Section 5.9(a) shall so notify the other Partner in writing. The indemnifying Partner shall have the right to defend against any claims or actions by third parties giving rise to such claim for indemnification to the fullest extent permitted by law. If the indemnifying Partner assumes such defense, such indemnifying Partner shall not settle or permit the settlement of any such third party claim or action without the prior written consent of the indemnified Partner, which consent shall not be unreasonably withheld. If the indemnifying Partner fails to assume the defense of any such claim or action, then the indemnified Partner may defend or settle such claim or action without the consent of the indemnifying Partner.
Actions by Partners. No Partner shall take any action to dissolve, terminate or liquidate the Partnership, or require apportionment, appraisal or partition of the Partnership or any of its Assets, or file a bxxx for an accounting, except as specifically provided in this Agreement, and each Partner, to the fullest extent permitted by Law, waives any rights to take any such actions under Law, including any right to petition a court for judicial dissolution under Section 18-802 of the Act.
Actions by Partners. (a) The Partner Representatives shall have no power, without action by the Partners themselves, (i) to amend this Agreement; (ii) to act other than in accordance with the purposes of the Partnership as set forth in Section 1.3 hereof; (iii) to admit a new partner; (iv) to merge or consolidate the Partnership with any other entity; or (v) to dissolve the partnership.
(b) No Partner shall, except as authorized by this Agreement or by the JOA, take any action or assume any obligations or liabilities on behalf of the Partnership.
(c) Nothing in this Agreement or in the JOA shall be construed to (i) restrict or prohibit either Partner or any Affiliate of either Partner from carrying on any business or activity, whether or not any such business or activity is competitive with the business of the Partnership except that (subject to the immediately following sentence) neither Partner shall use or permit any Affiliate to use any of their respective Names (as defined in Sections 1.4(b)(1) and 1.5(b)(1) of the JOA) in connection with the printing or distribution of a daily newspaper, the dissemination of news or editorial information, or the sale or dissemination of advertising, in each case in the York, Pennsylvania metropolitan area, or otherwise in competition with the activities of the Partnership contemplated or permitted by the JOA, or (ii) except as specifically provided in this Agreement or the JOA, create or be the occasion of the existence of any fiduciary or other obligation of either Partner (or Affiliate of such Partner) to the other Partner (or Affiliate of such other partner). Nothing in this Agreement or the JOA (including, without limitation, the immediately preceding sentence) shall in any way restrict, prohibit or impair the right of each Partner to sell or otherwise license its own news, editorial and feature content to wire services or otherwise for its own account as it deems in its best interest.
(d) Each Partner shall give full information to the other partner regarding letters, accounts, writings or other things that shall come into its possession or to its knowledge concerning the Partnership.
Actions by Partners. 7.1 Consents and Other Actions by Sun, California Newspapers, MWSB and MWCNI.........................................................15 7.2 Meetings...............................................................16 7.3 Actions by the Partners................................................16
Actions by Partners. 7.1 CONSENTS AND OTHER ACTIONS BY SUN, CALIFORNIA NEWSPAPERS, MWSB AND MWCNI. In each instance under this Agreement when any consent, approval or other action is required or authorized to be taken by Sun, California Newspapers, MWSB and/or MWCNI in their capacity as Partners, and in each instance hereunder when Sun, California Newspapers, MWSB and/or MWCNI are entitled to the receipt of notice of any matter, it is hereby agreed by each of the parties hereto (a) that Sun shall act on behalf of Sun, California Newspapers, MWSB and MWCNI, (b) that any consent, approval or other action made, given or taken by Sun shall be deemed to have been made, given and taken on behalf of Sun, California Newspapers, MWSB and MWCNI and (c) that any notice duly delivered to Sun shall be deemed to have been duly delivered to Sun, California Newspapers, MWSB and MWCNI, however notices shall also be sent to California Newspapers, MWSB and MWCNI.
Actions by Partners. 7.1 Consents and Other Actions by Sun and MWSB. . . . . . . . . . . . . . . . . 16 7.2 Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 7.3
Actions by Partners. 19 7.1 Meetings......................................................19 7.2
Actions by Partners. The consent of each Partner shall be required: (i) to amend this Agreement; (ii) to act other than in accordance with the purposes of the Partnership, as set forth in Section 2.1 above; (iii) to admit a new Partner; (iv) to merge or consolidate the Partnership with any other entity or to sell all or substantially all of its assets; or (v) to dissolve the Partnership.
Actions by Partners
