General Corporate Matters. Each Party hereby represents and warrants to the other Party that:
General Corporate Matters. 4.1 None of the members of the Group Company is a party to:
General Corporate Matters. Through the end of the originally scheduled term of his Employment Agreement, Panzo agrees that, without additional cost to the Company (except for reimbursement of direct expenses) he will cooperate with the Company and Company's counsel in providing cooperation and assistance with respect to matters involving the Company to the extent they involve matters for which Panzo as a former executive officer had knowledge and involvement. Panzo warrants that, upon reasonable notice and at mutually agreeable times and places, he will make himself available to the Company by telephone or in person. The Company will reimburse Panzo for reasonable and necessary direct expenses incurred by him in connection with any requests to provide assistance.
General Corporate Matters. (i) it is duly formed and validly existing, and it is in good standing in the state of its incorporation and in each other state except where the failure to be in good standing would not have a material adverse effect on the formation or operation of the Joint Venture, (ii) it is duly authorized and has the requisite power to execute this Agreement and to form the Joint Venture and to do all other things necessary to implement the various agreements contemplated in and by this Agreement, (iii) this Agreement has been duly executed, and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except to the extent that the enforceability thereof against such Party may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by equitable principles of general application, (iv) none of such Party's Transferred Assets are subject to any liens or security interests (except liens for taxes and materialsmen's liens being contested in good faith which are not material in amount), and (v) it has disclosed to the other Party all material facts and circumstances existing on the date hereof which could reasonably be likely to, in such Party's commercially reasonable judgment, have a material adverse effect on the Joint Venture.
General Corporate Matters. Section 1. Record Date for Purposes Other than Notice and Voting Section 2. Checks, Drafts, Evidences of Indebtedness
General Corporate Matters. The CORPORATION has been organized under the laws of the State of New York, as a subchapter C corporation, bearing the name New York Blade News, Inc., with its principal office in the City of New York and State of New York, and has been organized to provide:
General Corporate Matters. 8.1 RECORD DATE ----------- For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the board of directors may fix, in advance, a record date which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of any such meeting nor more than sixty (60) days prior to any other action, and in such case only shareholders of record on the date so fixed are entitled to notice and to vote or to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date fixed as aforesaid, except as otherwise provided in the California General Corporation Law. If the board of directors does not so fix a record date:
General Corporate Matters
