Common use of Organizational Transition Clause in Contracts

Organizational Transition. Local Church shall take all steps necessary to close and/or dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, or to establish any new legal entities, or to modify its current organizing documents, as needed to effectuate its disaffiliation from The United Methodist Church to the satisfaction of CBOT, including obtaining a new EIN from the Internal Revenue Service. Local Church represents and warrants that the new entity shall continue as a tax-exempt organization under the Internal Revenue Code. It is recommended that Local Church establish itself as a corporation. Local Church will have all rights and duties as provided by law to wind up its affairs, including those that might exist after the Disaffiliation Date. Local Church shall indemnify, defend, and hold harmless Annual Conference and CBOT, and their officers, directors, agents, and employees from any liability or costs (including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property resulting from Local Church’s failure to take all necessary steps as required by this Section 5.

Organizational Transition. Local Church shall take all steps necessary to close and/or dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, or to establish any new legal entities, or to modify its current organizing documents, ,] as needed to effectuate its disaffiliation from The United Methodist Church Church, to the satisfaction of CBOT, including obtaining a new EIN from the Internal Revenue Service. Local Church represents and warrants that the new entity shall continue as a tax-exempt organization under the Internal Revenue Code. It is recommended that Local Church establish itself as a corporation. Local Church will have all rights and duties as provided by law to wind up its affairs, including those that might exist after the Disaffiliation Date. Local Church shall indemnify, defend, and hold harmless Annual Conference and CBOT, and their officers, directors, agents, and employees from any liability or costs (including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property resulting from Local Church’s failure to take all necessary steps as required by this Section 5.