CORPORATE EXISTENCE AND POWERS. The Sellers, except CR New York, are corporations organized and existing in good standing under the laws of the State of Minnesota, with full power and authority to enter into this Agreement and the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein without shareholder approval; CR New York is a corporation organized and existing in good standing under the laws of the State of New Jersey, with full power and authority to enter into this Agreement and the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein; CR Dallas is, and will be at the time of Closing, qualified to do business in the State of Texas; and CR Phoenix is, and will be at the time of Closing, qualified to do business in the State of Arizona and neither the nature of the business of the Stations, nor the character of the properties owned, leased or otherwise held by Sellers for use in the business of the Stations makes any qualification necessary in any other state, country, territory or jurisdiction; all required corporate actions have been taken by the Sellers to make and carry out this Agreement and the other Transaction Documents and the transactions contemplated herein and therein; this Agreement constitutes, and upon execution and delivery, each other Transaction Document will constitute a valid and binding obligation of Sellers enforceable in accordance with its terms; the execution of this Agreement and the other Transaction Documents and the completion of the transactions herein and therein involved will not result in the violation of any law, regulation, order, license, permit, rule, judgment or decree to which any of the Sellers, the Acquired Assets or the Stations, is subject, or conflict with or constitute the breach of any contract, agreement or other commitment to which any of the Sellers is a party or by which they are bound or as to which any of the Acquired Assets or the Stations are subject or affected, or conflict with or violate any provision of any of the respective Sellers' certificates of incorporation, bylaws or other organizational documents; and, except for receipt of the Commission's Consent (as defined herein) with respect to the assignment of the Licenses to Buyer, no other consents of any kind are required that have not been obtained for the Sellers to make or carry out the terms of this Agreement and the
CORPORATE EXISTENCE AND POWERS. Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware with full power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and enter into and complete the transactions contemplated herein and therein; Buyer is, or will be at the time of Closing, qualified to do business in the States of New York, New Jersey, Texas and Arizona; all required corporate action has been taken by Buyer to make and carry out this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated herein and therein; this Agreement constitutes, and upon execution and delivery, each other Transaction Document will constitute, valid and binding obligation of Buyer enforceable in accordance with its terms; the execution of the Agreement and the other Transaction Documents to which it is a party and, once the consent referred to in the next clause of this sentence is obtained, the completion of the transactions herein involved will not result in the violation of any order, license, permit, rule, judgment or decree to which Buyer is subject or the breach of any contract, agreement or other commitment to which Buyer is a party or by which it is bound or conflict with or violate any provision of Buyer's certificate of incorporation, bylaws or other organizational documents; and except for the consent of the Commission to the assignment of the Licenses to Buyer and the consents identified by the Sellers on Schedule B or D, to the Buyer's knowledge, no other consent of any kind is required that has not been obtained for Buyer to make or carry out the terms of this Agreement.
CORPORATE EXISTENCE AND POWERS. The Company and each of its Restricted Subsidiaries is a corporation duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, in case of any Restricted Subsidiary not a corporation, such Restricted Subsidiary is duly organized and validly existing under the laws of the jurisdiction of its organization) and is duly licensed or qualified to do business and is in good standing in all states in which the Company believes the conduct of its business or the ownership of its assets requires such qualification, and the Company has corporate power to make this Agreement and the Notes and to borrow hereunder.
CORPORATE EXISTENCE AND POWERS. Seller is a corporation organized and existing in good standing under the laws of the State of Illinois with full power and authority to enter into this Agreement and to enter into and complete the transactions contemplated herein; all required corporate action has been or will be taken by Closing by Seller and Shareholder to make and carry out this Agreement; the execution of this Agreement and the completion of the transactions herein involved will not result in the violation of any order, licenses, permit, rule, judgment or decree to which Seller is subject or the breach of any contract, agreement or other commitment to which Seller is a party or by which it is bound; and no other consent of any kind is required that has not been obtained for Seller to make or carry out the terms of this Agreement, except with respect to those consents required of parties to Leases and Agreements listed on Schedule B or D, with respect to assignment and assumption of specific contract rights and obligations. Seller shall use its best efforts to obtain third party consents with respect to any leases, contracts or agreements designated herein by Buyer and Seller as "material", to the extent required by such documents, and, to the extent Seller is unable to obtain any such consents, Seller shall provide Buyer with alternate benefits essentially similar to those which would have been provided under such contract at the cost that Buyer would have paid by assumption of such contract. Buyer shall cooperate with Seller in obtaining all such required consents.
CORPORATE EXISTENCE AND POWERS. CBC and Buyer are corporations organized and existing in good standing under the laws of the State of Minnesota with full power and authority to enter into this Agreement and enter into and complete the transactions contemplated herein; Buyer is, or will be at the time of Closing, qualified to do business in the State of Pennsylvania; all required corporate action has been taken by Buyer to make and carry out this Agreement; the execution of the Agreement and, once the consent referred to in the next clause of this sentence is obtained, the completion of the transactions herein involved will not result in the violation of any order, license, permit, rule, judgment or decree to which CBC or the Buyer is subject or the breach of any contract, agreement or other commitment to which CBC or the Buyer is a party or by which it is bound; and except for the consent of the Commission, no other consent of any kind is required that has not been obtained for Seller to make or carry out the terms of this Agreement.
CORPORATE EXISTENCE AND POWERS. Seller is a corporation validly existing and in good standing under the Laws of the State of Delaware, and has all the requisite power and authority to conduct its business as it is now being conducted and to own, lease and operate its assets. Seller’s Corporate Documents are in full force and effect. Seller is not in violation of its Corporate Documents in any manner that would have a Material Adverse Effect on the Project or on the completion of the transactions contemplated by this Agreement or by the Seller Documents.
CORPORATE EXISTENCE AND POWERS. Buyer is a corporation validly existing and in good standing under the Laws of the State of Minnesota, and has all the requisite power and authority to conduct its business as it is now being conducted and to own, lease and operate its assets. Buyer’s Corporate Documents are in full force and effect. Buyer is not in violation of its Corporate Documents in any manner that would have a Material Adverse Effect on the completion of the transactions contemplated by this Agreement or by the Buyer Documents.
CORPORATE EXISTENCE AND POWERS. Borrower (a) is a corporation duly organized, validly existing and in good standing under the laws of State of California, and (b) has all corporate power and authority to carry out this Agreement and the transactions contemplated herein. Borrower is not qualified or licensed to do business as a foreign corporation in any state. Borrower does not own, directly or indirectly, any equity or other interest in any other corporation, association, partnership or other business entity.
CORPORATE EXISTENCE AND POWERS. Highland is a corporation organized and in good standing under the laws of the Commonwealth of Virginia. Highland has all requisite authority to enter into the transactions contemplated by this Agreement.
CORPORATE EXISTENCE AND POWERS. The Seller is a limited liability company validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified or licensed to do business in each other jurisdiction where the actions to be performed by it under this Agreement and the other Seller Documents make such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement and the other Seller Documents. The Seller has all the requisite limited liability company power and authority to conduct its business with respect to the ownership of the Company Interests and the Projects and to own the Company Interests and the Projects.
