Organizational. (a) Each of the Sellers is a corporation duly organized, existing and in good standing under the laws of the jurisdiction under which it was incorporated. Each of the Sellers has all necessary power and authority to own its properties and assets and to conduct its business as now conducted except where such failure would not have a material adverse effect on the assets, liabilities, results of operations or future prospects of the Newspapers.
(b) Each of the Sellers has qualified to conduct business and is in good standing, under the laws of all jurisdictions where the nature of the Newspapers' operations or the nature or location of its assets requires such qualification.
(c) Each of the Sellers has full corporate power and authority to execute and deliver this Agreement and all documents and instruments to be executed by Sellers pursuant to this Agreement (collectively, "Sellers' Ancillary Documents"), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.
(d) All acts required to be taken by each of the Sellers to authorize the execution and delivery of this Agreement and each of Sellers' Ancillary Documents, the performance of each of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the approval of the each of the Sellers' stockholders and board of directors, if needed, have been or will have been duly and properly taken prior to the Closing, and no other proceedings on the part of either of the Sellers are necessary to authorize such execution, delivery and performance.
(e) This Agreement has been, and Sellers' Ancillary Documents will be, duly executed and delivered by duly authorized officers of each of the Sellers. This Agreement and each of Sellers' Ancillary Documents that is a contract constitutes a legal, valid and binding obligation of the Sellers signing the same, enforceable in accordance with its terms.
(f) Except for the Xxxx-Xxxxx-Xxxxxx Application filed by Sellers and Purchaser and except as disclosed in Section 4.1(f) of the Disclosure Schedule, no consent, authorization, order or approval of, or filing or registration with, any governmental authority is required for the execution and delivery of this Agreement and Sellers' Ancillary Documents and the consummation by each of the Sellers of the transactions contemplated by this Agreement and Sellers' Ancillary Documents, where...
Organizational. A representative appointed by the NCEA President w i l l be granted leave to attend conferences of mutual interest to the school corporation and the professional staff, not to exceed a total aggregate of five (5) days. In addition, one (1) organizational day may be granted to a representative from each building for attendance at the General Assembly for legislative concerns of mutual interest to the school corporation and the professional staff.
Organizational. The organization will conduct a series of fundraisers to help reduce individual player fees.
Organizational. The provision of any type or amount of assistance may not be conditioned on an individual’s or household’s acceptance or occupancy of emergency shelter or housing owned by subgrantee, subrecipient or an affiliated organization. Conflict of interest waivers regarding rent assistance and rental agreement requirements can only by approved by OHCS. If a subgrantee or subrecipient wishes to apply for a waiver, they should contact the OHCS homeless program analyst or manager for guidance in submission of a waiver request, which must be approved by OHCS. A grantee and subrecipient may conduct a participant’s intake assessment to determine program eligibility if the participant resides in housing where the subgrantee or subrecipient has ownership interest for the expediency of housing placement services and to create seamless service delivery while keeping the client engaged in services. A waiver of the conflict-of-interest policy for this purpose is not required. Grantees and subrecipients cannot steer potential renters to units owned or operated by the subgrantee or subrecipient, if the renters will be using a rent subsidy paid with any OHCS funds. Rent-subsidized tenants are free to enter into a rental contract with another landlord within the subgrantee or subrecipient’s jurisdiction or they may choose to rent a unit owned or operated by the subgrantee or subrecipient. A waiver request is not required for this situation; however, Grantees and subrecipients must comply with this provision of the conflict-of-interest policy.
Organizational. Following the annual meeting of the shareholders, the president of the bank shall notify promptly the directors-elect of their election; and they shall meet within ten days from the date of the annual meeting for the purpose of taking their oaths, organizing the new board, certifying officers for the ensuing year and transacting such other business as properly may come before the meeting.
Organizational. The process of using the online referral screening tool relies upon the consistent use of login/password information on the website. Each public health district is given a login/password for the tool. Screenings are logged for each district accordingly. The high number of screenings for District C suggests that clinicians within departments of public health in this district have found ways to integrate the tool into routine practice.
Organizational. Screenings in this district were among the lowest of all public health districts. This could indicate a truly lower uptake of the tool in the district, or that the tool is not being used correctly by staff with a login/password and referrals are instead being made directly to the Advanced Practice Nurse who performs genetic testing in the district. This low screening rate could also indicate general lower uptake of Department of Public Health services due to a wide range of other medical resources in this district. There are four hospitals in this District (OASIS, 2018), as well as several Federally Qualified Health Centers (OASIS, 2018), that individuals may choose over the Department of Public Health. 170 out of 330,999 women were screened in this time period, making District J one of the lowest screening districts of all 13 districts of public health. Additionally, according to BRFSS data, mammograms over the last 2 years were reported by 77% of women surveyed (BRFSS, 2014). This is the second-lowest reporting rate in the state (BRFSS, 2014). From these data, it is clear that some public health districts in Georgia are screening significantly higher numbers of women than others, while there is underutilization by the Atlanta metro districts, Central, and Southern districts. This represents a structural barrier in the public health departments across Georgia. To have a robust tool for hereditary breast cancer screening in Departments of Public Health, the online referral screening tool must be further utilized. Another surprising finding from the results was the low uptake of the tool in the Atlanta metro area. As the Atlanta metro area is saturated with breast cancer resources, an expected outcome would be that these metro districts of public health would have some of the highest screenings of all districts. However, it could be that because of these resources, the Department of Public Health is underutilized. In addition to the low proportion of screening rates, two districts in the Atlanta metro do not use the screening tool at all. An additional interesting finding from the data is that those using the screening tool are largely between the ages of 27 and 34. As the risk for breast cancer in women increases after age 50, this high volume of younger women using the online referral screening tool shows that practitioners who are using the tool are using it to screen women as early as possible. As these women may be found to have the BRCA1/BRCA2 mutatio...
Organizational. The provision of any type or amount of ESG-RRHP assistance may not be conditioned on an individual's or family's acceptance or occupancy of emergency shelter or housing owned by the Subrecipient, or a parent or subsidiary of the Subrecipient. No Subrecipient may, with respect to individuals or families occupying housing owned by the subrecipient, or any parent or subsidiary of the subrecipient, carry out the initial evaluation required under 24 CFR 576.401 or administer homelessness prevention assistance under 24 CFR 576.103.
Organizational. The Seller is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to enter into and perform the Seller’s obligations under this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by the Seller pursuant to all necessary authorization and is the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. The Delaware Subsidiary is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to enter into and perform the obligations under this Agreement and to consummate the transactions contemplated hereby.
Organizational. The provision of any type or amount of ESG assistance may not be conditioned on an individual's or family's acceptance or occupancy of emergency shelter or housing owned by the Subrecipient, or a parent or subsidiary of the Subrecipient. No Subrecipient may, with respect to individuals or families occupying housing owned by the Subrecipient, or any parent or subsidiary of the Subrecipient, carry out the initial evaluation required under §576.401 or administer homelessness prevention assistance under §576.103.
