Common use of Corporate Existence and Power Clause in Contracts

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is the Business as now conducted.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. The Seller is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Seller is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state of incorporationDenmark, and has all corporate power powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except for such licenses, authorization, consents and approvals the failure to obtain any of which would not have a Material Adverse Effect.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which the nature of its business is conductedrequires such authorization.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits and approvals the absence of which would not reasonably be expected, individually or in each jurisdiction in which its business is conductedthe aggregate, to have a Material Adverse Effect.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and authority and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is all material respects as and to the extent now conducted.

Corporate Existence and Power. The Seller is a corporation duly ----------------------------- organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted and as proposed to be conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted and as proposed to be conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state the Isle of incorporationMan, and has all corporate power powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation duly ----------------------------- organized, validly existing and in good standing under the laws of its state of incorporation, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except for such failures which will not, individually or in the aggregate, have a Material Adverse Effect.

Corporate Existence and Power. The (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has delivered to Buyer true, complete and correct copies of its state Certificate of incorporationIncorporation and bylaws, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business as currently in each jurisdiction in which its business is conductedeffect.

Corporate Existence and Power. The Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of its the state of its incorporation, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business the Business as now conducted and to own and operate the Transferred Assets as now owned and operated. Seller is not required to be qualified to conduct the Business in each jurisdiction any state other than the states set forth in Schedule 3.01, in which its states Seller is duly qualified to do business and is conductedin good standing.

Corporate Existence and Power. The Seller is a corporation duly organizedamalgamated, validly existing and in good standing under the laws of its state of incorporationSaskatchewan, is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except where the absence of any such governmental license, authorization, consent or approval would not have a Material Adverse Effect.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorpora- tion and has all corporate power powers and all governmental licensesli- censes, authorizations, permits, consents and approvals required re- quired to carry on its business in each jurisdiction in which its business is as now conducted and as pro- posed to be conducted.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation, and has all corporate power requisite power, authority and all governmental licenses, authorizations, consents Permits required to own and/or operate the Assets and approvals required to carry on its the business of the Funnoodle Product Line as now conducted. The Seller is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction in which state of the United States where the character of the properties owned or leased by the Seller or the nature of its business is conductedactivities makes such qualification necessary.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of its state jurisdiction of incorporationorganization, and has all corporate power powers and all governmental licenses, authorizations, consents and approvals required to carry on its business the Business as now conducted. Seller has heretofore delivered to Buyer true and complete copies of the Bylaws and Articles of Incorporation of Seller as currently in each jurisdiction in which its business is conductedeffect.

Corporate Existence and Power. The Seller is a corporation company duly organized, validly existing and in good standing under the laws of its state of incorporationthe British Virgin Islands, and has all corporate company power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except if failure to have such licenses, authorizations, consents or approvals could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Power. The Such Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Seller is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporationincorporation and all other jurisdictions in which it is required to be qualified to engage in business, and has all requisite corporate power and all governmental licensesauthority to own, authorizations, consents lease and approvals required operate its properties and to carry on its business substantially as now conducted, except where the failure to do so would not have, individually or in each jurisdiction in which its business is conducted.the aggregate, a Seller Material Adverse Effect. For purposes of this Agreement, the term "

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers required to carry on its business as currently conducted and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which its business is conductedwould not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Power. The Seller is a ----------------------------- corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation, and has all corporate power powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation duly ----------------------------- organized, validly existing and in good standing under the laws of its state the State of incorporationNew York, and has all requisite corporate power and all governmental licenses, authorizations, consents and approvals powers required to carry on its business in each jurisdiction in which its business is the Business as now conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, and has all full corporate power and all governmental licenses, authorizations, consents authority to own and approvals required operate its properties and to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation corporation, duly organizedincorporated, validly existing and and, to the extent legally applicable, in good standing under the laws of its state jurisdiction of incorporation, incorporation or organization and has all requisite corporate power and all governmental licenses, authorizations, consents and approvals or other similar organizational powers required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its the state of incorporation, its incorporation and has all corporate power powers and all governmental licenses, authorizations, permits, consents and approvals required to own and operate the Stations and to carry on its the Stations' business as now conducted by it. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which its business is conductedwhere the Station Assets are located.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, and has all corporate power powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of its state jurisdiction of incorporationorganization, and has all corporate power powers and all governmental licenses, authorizations, consents and approvals required to carry on its business the Business as now conducted. Seller has heretofore delivered to Buyer true and complete copies of the By-laws and Certificate of Incorporation of Seller as currently in each jurisdiction in which its business is conductedeffect.

Corporate Existence and Power. The Each Seller is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which its business is conductedwould not have a Material Adverse Effect.

Corporate Existence and Power. The Such Seller (a) is a corporation or other legal entity duly organized, validly existing and and, to the extent applicable in its jurisdiction of formation, in good standing under the laws of its state jurisdiction of incorporation, formation and (b) has all corporate requisite power and all governmental licensesauthority to execute, authorizations, consents deliver and approvals required to carry on perform its business in each jurisdiction in which its business is conductedobligations under this Agreement.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted.. The Seller is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. ​

Corporate Existence and Power. The Seller (a) is a corporation duly organized, validly existing and in good standing under the laws of its the state of incorporationCalifornia and (b) has the power and authority and the legal right to own and operate its property and the Business Assets, and has all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business the Business as it is now being conducted. Seller has no subsidiaries.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of its state jurisdiction of incorporationorganization, and has all corporate power powers and all governmental licenses, authorizations, consents and approvals required to carry on its business the Business as now conducted. Seller has heretofore delivered to Buyer true and complete copies of the By-laws and Articles of Incorporation of Seller as currently in each jurisdiction in which its business is conductedeffect.

Corporate Existence and Power. The Seller and the Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. The Seller has heretofore made available to Buyer true and complete copies of the Organizational Documents of Seller, the Company and the Subsidiaries as currently in each jurisdiction in which its business is conductedeffect.

Corporate Existence and Power. The Seller is a corporation limited liability company, duly organizedformed, validly existing and in good standing under the laws of its state jurisdiction of incorporation, formation and has all corporate power limited liability company powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation company duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.. ​

Corporate Existence and Power. The Seller and each Company is a corporation or limited liability company, as applicable, duly incorporated or organized, validly existing and in good standing (or the local law equivalent) under the laws of its state jurisdiction of incorporation, incorporation or organization and has all corporate power powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.as now

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of its state jurisdiction of incorporationorganization, and has all corporate power powers and all governmental licenses, authorizations, consents and approvals required to carry on its business the Business as now conducted. Seller has heretofore delivered to Buyer true and complete copies of the Amended and Restated Bylaws and Amended and Restated Articles of Incorporation of Seller as currently in each jurisdiction in which its business is conductedeffect.

Corporate Existence and Power. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except where the absence of any such governmental license, authorization, consent or approval would not have a Material Adverse Effect.

Corporate Existence and Power. The Each Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and authority and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is conductedas now conducted and to own or use the assets being transferred to Buyer hereunder.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, and has all corporate power powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Seller has heretofore delivered to Buyer true and complete copies of the certificate of incorporation and bylaws of Seller as currently in each jurisdiction in which its business is conductedeffect.

Corporate Existence and Power. The Seller is a corporation corporation, duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.

Corporate Existence and Power. The Seller is a corporation and the Company is a business trust each duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation, organization and each has all corporate power and all governmental licenses, authorizations, consents and approvals required organizational powers to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in which its business is conductedthe aggregate, reasonably be expected to be material.

Corporate Existence and Power. The Such Seller is (1) a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, incorporation and (2) is duly qualified to do business and is in good standing as a foreign corporation and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except in the case of (2) to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

Corporate Existence and Power. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation, incorporation and has all corporate power powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business in each jurisdiction in which its business is as now conducted.