Certificate of Incorporation Supersedes. Nothing in this Agreement is intended to conflict with any provision of the Certificate of Incorporation or Bylaws, each in effect on the date hereof and, in the event of any such conflict, the applicable provisions of the Certificate of Incorporation or Bylaws shall supersede the conflicting provision of this Agreement.
Certificate of Incorporation Supersedes. Nothing in this Agreement is intended to conflict with any provision of the Certificate of Incorporation and, in the event of any such conflict, the applicable provision of the Certificate of Incorporation shall supersede the conflicting provision of this Agreement. Nothing in this Agreement is intended to limit or restrict in any manner whatsoever, the rights or powers of the Company under the Certificate of Incorporation and the exercise of any such right or power by the Company shall not be, and shall not be construed to be, a breach or violation of, or a default under, this Agreement or any provision hereof. [Signature Pages Follow] Very truly yours, By: /s/ Xxxxxxxx Xxxxxxx III Name: Xxxxxxxx Xxxxxxx III Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Director By: Xxxxxx, Xxxxxx & Co., L.P., as attorney-in-fact By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: Xxxxxx, Xxxxxx & Co., L.P., as attorney-in-fact By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: Xxxxxx, Xxxxxx & Co., L.P., its collateral manager By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: AG Capital Recovery IV LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Capital Recovery VII LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Capital Recovery V LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Eleven LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Super LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory By: AG MM LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory By: AG Super Fund International LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory By: Nutmeg Partners LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X...
Certificate of Incorporation Supersedes. Nothing in this Agreement is intended to conflict with any provision of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Company, each in effect on the date hereof (the “Constituent Documents”) and, in the event of any such conflict, the applicable provisions of the Constituent Documents shall supersede the conflicting provision of this Agreement; provided that the provisions of Article 3 shall control and be governing in the event of a conflict between such Article and the Constituent Documents. Except as provided in Article 3, nothing in this Agreement is intended to limit or restrict in any manner whatsoever, the rights or powers of the Company under the Constituent Documents and the exercise of any such right or power by the Company shall not be, and shall not be construed to be, a breach or violation of, or a default under, this Agreement or any provision hereof.
Certificate of Incorporation Supersedes. Nothing in this Agreement is intended to conflict with any provision of the Charter or By-laws, each in effect on the date hereof and, in the event of any such conflict, the applicable provisions of the Charter or By-laws shall supersede the conflicting provision of this Agreement. Except as provided in Article 3, nothing in this Agreement is intended to limit or restrict in any manner whatsoever, the rights or powers of the Company under the Charter or By-laws and the exercise of any such right or power by the Company shall not be, and shall not be construed to be, a breach or violation of, or a default under, this Agreement or any provision hereof.
Certificate of Incorporation Supersedes. 33 Exhibit A Joinder Agreement Schedule 1 JPMorgan Parties Schedule 2 Xxxxxx Xxxxxx Funds Schedule 3 Oaktree Funds REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of December 31, 2012 (this “Agreement”) among (i) Tribune Company, a Delaware corporation (the “Company”), (ii) the parties listed on Schedule 1, (iii) the parties listed on Schedule 2 and (iv) the parties listed on Schedule 3 and (v) other stockholders party hereto from time to time.