Common use of Existence; Good Standing; Corporate Authority Clause in Contracts

Existence; Good Standing; Corporate Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. As used in this Agreement, (i) "Company Material Adverse Effect" means any change, effect, event or condition (other than an action or suit challenging the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the business, properties, results of operations, financial condition or prospects of the Company and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation of any of the transactions contemplated hereby or (C) prevent or materially delay the Company's ability to consummate the transactions contemplated hereby and (ii) the term "Subsidiary" when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions.

Existence; Good Standing; Corporate Authority. The Company HBC is a corporation duly incorporated, validly existing and in good standing under the laws of Delawareits jurisdiction of incorporation. The Company HBC is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each any other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company material long-term adverse effect on the business, results of operations or financial condition of HBC and its Subsidiaries taken as a whole (other than as a result of (i) changes in general U.S. economic conditions or capital markets, (ii) changes generally affecting the radio, television or advertising industries, (iii) cyclical changes or other short term changes of the business, results of operations or financial condition of HBC and its Subsidiaries taken as a whole, (iv) changes attributable to the announcement or pendency of the Merger or the Transactions and (v) changes in the market price or trading volume of HBC Class A Common Stock (an "HBC Material Adverse Effect")). The Company HBC has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of the CompanyHBC's Subsidiaries (as defined in Section 7.14) is a corporation corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate corporate, partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company an HBC Material Adverse Effect. As used in this AgreementThe copies of HBC's Second Amended and Restated Certificate of Incorporation, (i) "Company Material Adverse Effect" means any changeas amended, effect, event or condition (other than an action or suit challenging the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the business, properties, results of operations, financial condition or prospects of the Company and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation of any of the transactions contemplated hereby or (C) prevent or materially delay the Company's ability Amended and Restated Bylaws previously made available to consummate the transactions contemplated hereby Univision are true and (ii) the term "Subsidiary" when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functionscorrect.

Existence; Good Standing; Corporate Authority. COMPLIANCE WITH LAW. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of State of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other state those jurisdictions specified in Section 3.1.1 of the United States Disclosure Letter, which are the only jurisdictions in which the character of the properties owned owned, used 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, individually or in the aggregate, have or reasonably be expected to be in good standing would not have a material adverse effect on the business, properties, assets, results of operations or financial or other condition or prospects of the Company Material Adverse Effectand its Subsidiaries taken as a whole (a "COMPANY MATERIAL ADVERSE EFFECT"). The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationincorporation, has the corporate power and authority to own own, operate and lease its properties and to carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing in each jurisdiction those jurisdictions in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. As used To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in this Agreementviolation of any order, writ, judgment, decree, injunction or similar pronouncement (ieach, an "ORDER"), of any court, governmental authority or arbitration board or tribunal, or any law, statute, ordinance, governmental rule or regulation (each, a "LAW") "to which the Company Material Adverse Effect" means or any changeof its Subsidiaries or any of their respective properties or assets is subject, effect, event or condition (other than an action or suit challenging the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the business, properties, results of operations, financial condition or prospects of and the Company and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation Subsidiaries have conducted their businesses and operations in substantial compliance with all Laws applicable thereto. The copies of any of the transactions contemplated hereby or (C) prevent or materially delay the Company's ability Organizational Documents previously delivered to consummate Purchaser are true and correct and are the transactions contemplated hereby and (ii) Organizational Documents as in effect on the term "Subsidiary" when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functionsdate hereof.

Existence; Good Standing; Corporate Authority. The Company Each of Purchaser and Merger Sub is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation its jurisdiction of organization and is in good standing under the laws of each other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of , except where the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate failure to have such power and authority to own its properties and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. As used in this Agreement, (i) "Company Material Adverse Effect" means any change, effect, event materially adversely affect or condition (other than an action delay the ability of Purchaser or suit challenging Merger Sub to consummate the transactions contemplated by this Agreement) that would (A) have a material adverse effect on . 7.2 AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS. Each of Purchaser and Merger Sub has the business, properties, results of operations, financial condition or prospects of requisite corporate power and authority to execute and deliver this Agreement and the Company Ancillary Documents and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation of any of the transactions contemplated hereby or (C) prevent or materially delay the Company's ability to consummate the transactions contemplated hereby and (ii) thereby. The execution and delivery of this Agreement and the term "Subsidiary" when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority Ancillary Documents and the consummation by Purchaser and Merger Sub of the securities transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Purchaser and Merger Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Purchaser or other interests having Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by their terms ordinary voting power to elect Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a majority valid and binding obligation of the board Company) this Agreement constitutes, and such Ancillary Agreements at the time of directors execution will constitute, the valid and binding obligations of each of Purchaser and Merger Sub, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or others performing similar functionsaffecting the rights of creditors and to general principles of equity.

Existence; Good Standing; Corporate Authority. The Company Each of Parent, Purchaser and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation its jurisdiction of incorporation and is in good standing under the laws of each other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of , except where the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate failure to have such power and authority to own its properties and to carry on its business as it is now being conducted and is duly qualified to do business and is authority, individually or in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualificationaggregate, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. As used in this Agreementmaterially adversely affect the ability of Parent, (i) "Company Material Adverse Effect" means any change, effect, event or condition (other than an action or suit challenging the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the business, properties, results of operations, financial condition or prospects of the Company Purchaser and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation of any of the transactions contemplated hereby or (C) prevent or materially delay the Company's ability Merger Sub to consummate the transactions contemplated hereby and by the Ancillary Documents. 5.2. AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS. Each of Parent, Purchaser and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Parent, Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent, Purchaser and Merger Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent, Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent, Purchaser and Merger Sub, and (iiassuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the term "Subsidiary" when used valid and binding obligations of each of Parent, Purchaser and Merger Sub, enforceable in accordance with respect their respective terms, subject to any party means any corporation applicable bankruptcy, insolvency, moratorium or other organization, whether incorporated or unincorporated, similar laws relating to creditors' rights and general principles of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functionsequity.

Existence; Good Standing; Corporate Authority. The Company is a corporation Parent, Merger Sub and Merger Grandsub are corporations duly incorporated, validly existing and in good standing under the laws of Delawaretheir respective jurisdictions of incorporation. The Company Parent is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other state of the United States any jurisdiction 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 or to be in good standing would not have have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted. Each The copies of Parent's certificate of incorporation and bylaws previously made available to the Company and Barnxxxxx xxx true and correct and contain all amendments as of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company Material Adverse Effectdate hereof. As used in this Agreement, (i) the phrase "Company Parent Material Adverse Effect" means any changeshall mean a material adverse effect on (a) the business, effect, event or condition (other than an action financial or suit challenging otherwise) or results of operations of Parent and its Subsidiaries on a consolidated basis or (b) the ability of Parent, Merger Sub or Merger Grandsub to consummate the transactions contemplated by this Agreement) that would (A) have a material adverse effect on . 7.2. Authorization, Validity and Effect of Agreements. Each of Parent, Merger Sub and Merger Grandsub has the businessrequisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby. The consummation by Parent, properties, results of operations, financial condition or prospects of the Company Merger Sub and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation of any Merger Grandsub of the transactions contemplated hereby or (C) prevent or materially delay including the Company's ability issuance and delivery by Parent of shares of Parent Common Stock pursuant to consummate the transactions Mergers has been duly authorized by all requisite corporate action other than, if required by the rules of the NYSE, approval of the issuance of the shares of Parent Common Stock pursuant to the Mergers contemplated hereby by Parent's stockholders. This Agreement constitutes the valid and (ii) the term "Subsidiary" when used legally binding obligation of each of Parent, Merger Sub and Merger Grandsub, enforceable in accordance with respect its terms, subject to any party means any corporation applicable bankruptcy, insolvency, moratorium or other organization, whether incorporated or unincorporated, similar laws relating to creditors' rights and general principles of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functionsequity. 7.3.

Existence; Good Standing; Corporate Authority. The Company Univision is a corporation duly incorporated, validly existing and in good standing under the laws of Delawareits jurisdiction of incorporation. The Company Univision is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each any other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company material long-term adverse effect on the business, results of operations or financial condition of Univision and its Subsidiaries taken as a whole (other than as a result of (i) changes in general U.S. economic conditions or capital markets, (ii) changes generally affecting the television, radio or advertising industries, (iii) cyclical changes or other short term changes of the business, results of operations or financial condition of Univision and its Subsidiaries taken as a whole, (iv) changes attributable to the announcement or pendency of the Merger or the Transactions and (v) changes in the market price or trading volume of Univision Class A Common Stock (a "Univision Material Adverse Effect")). The Company Univision has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of the CompanyUnivision's Subsidiaries is a corporation corporation, partnership or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate corporate, partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company Univision Material Adverse Effect. As used in this Agreement, (i) "Company Material Adverse Effect" means any change, effect, event or condition (other than an action or suit challenging the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the business, properties, results The copies of operations, financial condition or prospects Univision's and Merger Sub's Certificates of the Company Incorporation and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation of any of the transactions contemplated hereby or (C) prevent or materially delay the Company's ability bylaws previously made available to consummate the transactions contemplated hereby HBC are true and (ii) the term "Subsidiary" when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functionscorrect.

Existence; Good Standing; Corporate Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of the Company's Subsidiaries Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power incorporation. Each of Parent and authority to own its properties and to carry on its business as it is now being conducted and Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction under the laws of any other state of the United States in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so qualified or to be in good standing has not had and would not have a Company Material Adverse Effect. As used reasonably be expected to have, individually or in this Agreementthe aggregate, (i) "Company Material Adverse Effect" means any change, effect, event or condition (other than an action or suit challenging the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the assets, liabilities, business, properties, results of operations, or financial condition or prospects of the Company Parent and its Subsidiaries, taken as a whole, except any such effect resulting primarily from (Ba) this Agreement and would not materially and adversely impair Parent's and Purchaser's ability to consummate the Merger, the transactions contemplated by this Agreement or the announcement thereof, in and of themselves, (b) Parent's announcement or other communication of Parent of the plans or intentions of Parent with respect to the conduct of the business (or any portion thereof) of the Company or any of its Subsidiaries; or (c) changes or conditions (including changes in economic, financial market, regulatory or political conditions) affecting generally the industries in which Parent operates its business (a "Parent Material Adverse Effect") and would not prevent or materially delay consummation of any the transactions contemplated hereby. Parent has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted, except where the failure to have such power and authority has not had and would not reasonably be expected to have a Parent Material Adverse Effect and would not prevent or materially delay consummation of the transactions contemplated hereby or (C) prevent or materially delay hereby. Parent has heretofore delivered to the Company's ability to consummate the transactions contemplated hereby Company true and (ii) the term "Subsidiary" when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority correct copies of the securities Certificate of Incorporation and Bylaws (or equivalent organizational documents) as currently in effect for Parent and Purchaser. Such Certificates of Incorporation and Bylaws (or equivalent organizational documents) are in full force and effect and no other interests having by their terms ordinary voting power organizational documents are applicable to elect a majority of the board of directors or others performing similar functionsbinding upon Parent or Purchaser.

Existence; Good Standing; Corporate Authority. The Company Each of Parent and Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation its jurisdiction of incorporation and is in good standing under the laws of each other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of , except where the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate failure to have such power and authority to own its properties and to carry on its business as it is now being conducted and is duly qualified to do business and is authority, individually or in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualificationaggregate, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. As used in this Agreement, (i) "Company Material Adverse Effect" means any change, effect, event or condition (other than an action or suit challenging materially adversely affect the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the business, properties, results ability of operations, financial condition or prospects of the Company Parent and its Subsidiaries, taken as a whole, (B) prevent or materially delay consummation of any of the transactions contemplated hereby or (C) prevent or materially delay the Company's ability Purchaser to consummate the transactions contemplated hereby and by the Ancillary Documents. 5.2. AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS. Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Purchaser and by Parent as the sole stockholder of Purchaser and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent and Purchaser, and (iiassuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the term "Subsidiary" when used valid and binding obligations of each of Parent and Purchaser, enforceable in accordance with respect their respective terms, subject to any party means any corporation applicable bankruptcy, insolvency, moratorium or other organization, whether incorporated or unincorporated, similar laws relating to creditors' rights and general principles of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functionsequity.

Existence; Good Standing; Corporate Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted and incorporation. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction under the laws of any other state of the United States in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so qualified or to be in good standing has not had and would not have a Company Material Adverse Effect. As used reasonably be expected to have, individually or in this Agreementthe aggregate, (i) "Company Material Adverse Effect" means any change, effect, event or condition (other than an action or suit challenging the transactions contemplated by this Agreement) that would (A) have a material adverse effect on the assets, liabilities, business, properties, results of operations, or financial condition or prospects of the Company and its Subsidiaries, taken as a whole, except any such effect resulting primarily from (Ba) this Agreement, the transactions contemplated by this Agreement or the announcement thereof, (b) Parent's announcement or other communication of Parent of the plans or intentions of Parent with respect to the conduct of the business (or any portion thereof) of the Company or any of its Subsidiaries, (c) changes or conditions (including changes in economic, financial market, regulatory or political conditions) affecting generally the air travel industry, the CRS industry, or the information services industry in which the Company or its Subsidiaries participates or (d) the Company's or its Subsidiaries' failure to engage in actions and activities in accordance with Section 5.2(b) in furtherance of the Company's web hosting business or Quantitude's third party telecommunications business (a "Company Material Adverse Effect") and would not prevent or materially delay consummation of any the transactions contemplated hereby. The Company has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted, except where the failure to have such power and authority has not had and would not reasonably be expected to have a Company Material Adverse Effect and would not prevent or materially delay consummation of the transactions contemplated hereby hereby. Except as set forth in Schedule 3.1 of the disclosure letter, dated this date, delivered by the Company to Parent (the "Company Disclosure Letter"), the Company has heretofore delivered to Parent true and correct copies of the Certificate of Incorporation and Bylaws (or equivalent organizational documents) as currently in effect for the Company and each of its Subsidiaries. Except as set forth in Schedule 3.1 of the Company Disclosure Letter, such Certificates of Incorporation and Bylaws (Cor equivalent organizational documents) prevent are in full force and effect and no other organizational documents are applicable to or materially delay binding upon the Company's ability to consummate the transactions contemplated hereby and (ii) the Company or its Subsidiaries. The term "SubsidiarySubsidiaries," when used in this Agreement with respect to any party party, means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority more than 50% of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others other governing body performing similar functions.