Existence; Good Standing; Authority. (a) The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, operate and/or lease its properties and carry on its business in all material respects as currently conducted. As of the date of this Agreement, the Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such licensure or qualification necessary except where failure to qualify would not be reasonably likely to have, individually, or in the aggregate a Company Material Adverse Effect. The copies of the Bylaws and the Certificate of Incorporation, each as in effect as of the date hereof and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending.
Existence; Good Standing; Authority. AND AUTHORIZATIONS. Each Company is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization (such jurisdictions being identified on SCHEDULE 8.3, as supplemented and modified in writing from time to time to reflect any changes to such Schedule as a result of transactions permitted by the Loan Papers). Each Company is duly qualified to transact business and is in good standing in each jurisdiction where the nature and extent of its business and properties require the same. Each of the Companies possesses all Authorizations, franchises, permits, licenses, certificates of compliance, and approvals and grants of authority necessary, including, without limitation, any Authorization issued by the FCC, all of which are described on SCHEDULE 8.2 hereto, necessary or required in the conduct of its respective business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof. No authorization, consent, approval, waiver, license, or formal exemptions from, nor any filing, declaration, or registration with, any Governmental Authority (federal, state, or local), or non-governmental entity, under the terms of contracts or otherwise, is required by reason of or in connection with the execution and performance of the Loan Papers by the Companies or consummation of the Sygnet Merger, except as shall have been obtained on or prior to the Closing Date.
Existence; Good Standing; Authority. 12 5.2 Authorization, Validity and Effect of Agreements.................13 5.3 Capitalization...................................................13 5.4 Subsidiaries.....................................................14 5.5
Existence; Good Standing; Authority. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation under the laws of each jurisdiction listed on Schedule 4.1(a) and each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). The copies of the Company's Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated By-laws (the "By-laws"), each as amended to date and made available to Parent's and MergerCo's counsel, are complete and correct, and no amendments thereto are pending. The Certificate of Incorporation and By-laws are in full force and effect. "
Existence; Good Standing; Authority. (a) The Company is a REIT duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company (i) is duly qualified or licensed to do business and is in good standing under the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) except where the failure to be so qualified or licensed, or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted.
Existence; Good Standing; Authority. Kimco is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland. Merger Sub is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland. Kimco has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. For purposes of this Agreement, the term "Kimco Subsidiary" means Merger Sub and each other Subsidiary of Kimco. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has not engaged in any business activities or conducted any operations other than in connection with the transaction contemplated hereby.
Existence; Good Standing; Authority. AND AUTHORIZATIONS. Each Restricted Company is duly organized, validly existing, and in good standing under the Legal Requirements of its jurisdiction of organization. Each Restricted Company is duly qualified to transact business and is in good standing in each jurisdiction where the nature and extent of its business and properties require the same, except where the failure to be so qualified could not constitute a Material Adverse Event. Each Restricted Company possesses all the Authorizations necessary or required in the conduct of its respective business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof, except for any such circumstance that could not be a Material Adverse Event.
Existence; Good Standing; Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation under the laws of each jurisdiction listed on Schedule 4.1 and each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified could not reasonably be expected to have a Company Material Adverse Effect. The copies of the Certificate of Incorporation and Amended and Restated By-Laws (the “By-Laws”), each as amended to date and made available to Parent and Merger Sub, are complete and correct, and no amendments thereto are pending. The Company has the corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party and, subject to receipt of Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board. This Agreement and the other Transaction Documents to which it is or will be a party have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party by each of Parent, Merger Sub and any other Persons party hereto or thereto or, at the time that such Transaction Document are executed, will constitute, this Agreement and the other Transaction Documents to which it is or will be a party constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in e...
Existence; Good Standing; Authority. 23 6.2 Authorization, Validity and Effect of Agreements .............. 23 6.3
Existence; Good Standing; Authority. Acquisition is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware, and will be, by October 15, 1997, duly licensed or qualified to do business as a foreign limited liability company in, and in good standing under the laws of, the State of California, which constitutes all of the jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not materially and adversely affect the ability of Acquisition to consummate the transactions contemplated by this Merger Agreement. RCBA is a limited partnership organized, validly existing and in good standing under the laws of the State of California, and is in good standing under the laws of California. Acquisition and RCBA have all requisite power and authority to own, operate and lease its properties and carry on its business as and where now conducted. The copies of the limited liability company agreement and by-laws of Acquisition to be delivered to the Company within three (3) business days of the date of this Merger Agreement are true and correct and are in full force and effect, and there have not been any amendments or alterations to such documents.
