Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. Seller is a corporation validly existing and in good standing under the laws of the State of Arizona. Seller is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by Seller, or the nature of the business conducted by Seller makes such qualification necessary, except where any failure to so qualify could not reasonably be expected to have a Material Adverse Effect. Seller has all requisite corporate power and authority to own or use the properties and assets that it purports to own or use and to conduct its business as it is now being conducted. Seller has delivered to Buyer true and complete copies of the articles of incorporation and bylaws of Seller (as amended to date). Seller and each Shareholder has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which each of them is a party, to perform each of their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance of Seller’s and each Shareholder’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller and each Shareholder. This Agreement has been, and when executed and delivered the Ancillary Agreements to which each of them is a party will be, duly executed and delivered by Seller and each Shareholder and constitute and will constitute the legal, valid and binding obligations of Seller and each Shareholder, enforceable against Seller and each Shareholder in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors.

Incorporation; Authorization; Etc. Seller Grantor is a corporation validly existing and in good standing under the laws of the State of Arizona. Seller is duly authorized to conduct business as a foreign corporation Maryland, and is in good standing in each jurisdiction in which the property owned, leased or operated by Seller, or the nature of the business conducted by Seller makes such qualification necessary, except where any failure to so qualify could not reasonably be expected to have a Material Adverse Effect. Seller Grantor has all requisite full corporate power and authority to own or use the properties and assets that it purports to own or use and to conduct its business as it is now being conducted. Seller has delivered to Buyer true and complete copies of the articles of incorporation and bylaws of Seller (as amended to date). Seller and each Shareholder has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which each of them is a partyOption Agreement, to perform each of their its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Option Agreement and the Ancillary AgreementsPurchase Agreement, the performance of Seller’s and each ShareholderGrantor’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by Grantor have been duly and validly authorized by all necessary the board of directors of Grantor and no other corporate proceedings or actions on the part of Seller Grantor, its board of directors or stockholders are necessary therefor. The execution, delivery and each Shareholder. This performance of this Option Agreement has beenand the Purchase Agreement by Grantor will not (a) conflict with or violate any law, and when executed and delivered order, award, judgment, injunction or decree applicable to Grantor, the Ancillary Agreements Assets or the Stations or by which any of the Assets or the Stations are subject or affected, (b) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) of any Contract to which each of them Grantor is a party will beor by which Grantor is bound or to which any of the Assets or the Stations are subject or affected, or result in the acceleration of any indebtedness or in the creation of any Encumbrance upon the Assets, or (c) conflict with or violate the articles of incorporation, bylaws or any related organizational documents of Grantor. This Option Agreement has been duly executed and delivered by Seller and each Shareholder and constitute and will constitute Grantor, and, assuming the due execution hereof by FTS, this Option Agreement constitutes the legal, valid and binding obligations obligation of Seller and each Shareholder, enforceable against Seller and each Shareholder in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditorsGrantor.

Incorporation; Authorization; Etc. Seller (a) Each Business Entity is a corporation duly organized and validly existing and and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. CORPORATION"), in good standing standing, under the laws of the State A-13 <PAGE> jurisdiction of Arizonaits organization. Seller is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by Seller, or the nature Each of the business conducted by Seller makes such qualification necessary, except where any failure to so qualify could not reasonably be expected to have a Material Adverse Effect. Seller Business Entities (i) has all the requisite corporate or similar power and authority to own or use the its properties and assets that it purports to own or use and to conduct carry on its business as it is now being conducted. Seller has delivered conducted and (ii) with respect to Buyer true each U.S. Corporation, is in good standing and complete copies is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the articles of incorporation and bylaws of Seller Business Entities, taken as a whole (as amended to datea "PILLSBURY MATERIAL ADVERSE EFFECT"). Seller Diageo is a public limited company duly incorporated and each Shareholder validly existing under the laws of England and Wales. (b) Each of Diageo and Pillsbury has full the requisite corporate or similar power and authority to execute and deliver this Agreement and the Ancillary Agreements to which each of them is a party, to perform each of their its obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates has the requisite corporate or similar power and authority to execute the Stockholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Diageo and Pillsbury of this Agreement and the Ancillary AgreementsAgreement, the performance by Diageo and Pillsbury of Seller’s and each Shareholder’s their obligations hereunder and thereunder and the consummation by Diageo and Pillsbury of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the respective Boards of Directors of Diageo and Pillsbury and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for obtaining the approval of the shareholders of Diageo of the disposition of the Business Entities contemplated hereby (the "TRANSACTIONS") by the Required Diageo Vote, no other corporate proceedings on the part of Seller Diageo or Pillsbury, their respective Boards of Directors or shareholders are necessary therefor. (c) The execution, delivery and each Shareholderperformance of this Agreement and the Ancillary Agreements will not (i) violate any provision of Diageo's, the Pillsbury Stockholder's, any Selling Affiliate's or any Business Entity's respective certificate of incorporation or by-laws (or equivalent organizational documents), (ii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien upon or the creation of a security interest in any of the Purchased Interests, or any Business Entity's assets or properties pursuant to, any Lien, agreement, instrument, order, arbitration award, judgment or decree to which Diageo, any Continuing Affiliate or any Business Entity is a party or by which any of them is bound, or (iii) violate or conflict with any other restriction of any kind or character to which Diageo, any Continuing Affiliate or any Business Entity is subject, that, in the case of clauses (ii) or (iii) would, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect or prevent the Merger and the Subsidiary Purchases from occurring prior to the Termination Date. This Agreement has been, and when been duly executed and delivered by Diageo and Pillsbury, and, assuming the due execution hereof by General Xxxxx and Merger Sub, this Agreement constitutes the legal, valid and binding obligations of Diageo and Pillsbury, enforceable against Diageo and Pillsbury in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which each of them Diageo, the Pillsbury Stockholder or a Selling Affiliate is or will be a party will be, be duly executed and delivered by Seller Diageo, the Pillsbury Stockholder and each Shareholder such Selling Affiliates, as applicable, and, assuming the due execution and constitute and delivery thereof by the other parties thereto, at the Closing will constitute the legal, valid and binding obligations of Seller Diageo, the Pillsbury Stockholder and each Shareholdersuch Selling Affiliates, enforceable against Seller Diageo, the Pillsbury A-14 <PAGE> Stockholder and each Shareholder such Selling Affiliates in accordance with their its terms, except as such enforceability may be limited by subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditorscreditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). Diageo has delivered to General Xxxxx a true and correct copy of the certificate of incorporation and by-laws, each as amended to date, of Pillsbury. Section 3.2.

Incorporation; Authorization; Etc. Seller (a) Each of the Companies and Subsidiaries has been duly organized, is a corporation validly existing and in good standing under the laws of the State jurisdiction of Arizonaits incorporation. Seller is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by Seller, or the nature Each of the business conducted by Seller makes such qualification necessary, except where any failure to so qualify could not reasonably be expected to have a Material Adverse Effect. Seller Companies and Subsidiaries has all requisite full corporate power and authority to own or use the its properties and assets that it purports to own or use and to conduct its business as it is now being conductedconducted and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified except where the failure to be in good standing or so qualified would not have a material adverse effect on the Companies and the Subsidiaries, taken as a whole. Each jurisdiction in which any of the Companies or Subsidiaries is qualified to do business is set forth on Schedule 3.1(a). (b) Seller has delivered to Buyer true been duly organized, is validly existing and complete copies in good standing under the laws of the articles of incorporation and bylaws of British Virgin Islands. (c) Seller (as amended to date). Seller and each Shareholder has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Seller Affiliate has full corporate power and authority to execute each of the Ancillary Agreements to which each of them it is a party, to perform each of their its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary AgreementsAgreement, the performance of Seller’s and each Shareholder’s 's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller, and no other corporate proceeding or action on the part of Seller or its Board of Directors and stockholders are necessary therefor. The execution and delivery of each Ancillary Agreement to which any Seller Affiliate is a party, the performance of their respective obligations thereunder and the consummation of the transactions contemplated thereby by each Seller Affiliate party to such agreements have been duly and validly authorized by all necessary corporate proceedings on the part of such Seller Affiliate, and no other corporate proceeding or action on the part of any Seller Affiliate and their respective Boards of Directors and stockholders are necessary therefor. (d) The execution, delivery and performance of this Agreement and each Shareholder. This Agreement has been, and when executed and delivered of the Ancillary Agreements by the Seller Affiliates will not (i) violate or conflict with any provision of the memorandum of association or articles of association (or similar instruments) of any Seller Affiliate, (ii) except as set forth on Schedule 3.1(d), conflict with, violate or constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation of or default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any lien upon or the creation of a security interest in any of the Shares or any of the assets or properties of any of the Companies or of any of the Subsidiaries pursuant to, or require a consent or create a penalty or increase any Company's or Subsidiary's payment or performance obligations under, any material mortgage, lien, lease, instrument, order, arbitration award, judgment or decree, or any material contract, agreement, license or permit, to which each of them Seller, any Company or any Subsidiary is a party will beor by which any of them or any of their property is bound, duly executed or (iii) assuming that all consents, approvals, authorizations and delivered by Seller other actions described in Section 3.7(b) have been obtained and each Shareholder all filings and constitute and will constitute the legal, valid and binding obligations of Seller and each Shareholder, enforceable against Seller and each Shareholder set forth in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors.11