Certain Interests Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) no officer or director of the Seller, any Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder: (i) has any direct or indirect financial interest in any competitor, supplier or customer of any Company, any Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no more than five percent of the outstanding voting power of any competitor, supplier or customer and that are also listed on any national securities exchange, shall not be deemed to be a “financial interest” so long as the Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that any Company, any Subsidiary or any Group Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to any Company, any Subsidiary or any Group Company; and (b) none of the Companies, the Subsidiaries or the Group Companies has any Liability of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary or any Group Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder.
Corporate Proceedings All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
Interest Generally Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to but excluding the Maturity Date at the Interest Rate.
Principal and Registered Office The Partnership will have its principal office at the principal office of the General Partner or at any other place designated from time to time by the General Partner. The Partnership’s registered agent in the State of Delaware shall be The Corporation Trust Company, and the Partnership’s registered office in the State of Delaware at Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ unless the General Partner designates a different registered agent or office from time to time in accordance with the Delaware Act.
Jurisdiction; Venue In the event that any action is brought to enforce any provision of this Contract, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington.