Organization, Good Standing and Authority of BCR Entities Sample Clauses

Organization, Good Standing and Authority of BCR Entities. Schedule 7.2(a) sets forth a complete and correct list reflecting the full legal name, type of legal entity and the jurisdiction in which each of the BCR Entities is organized. Each of the BCR Entities is duly organized, validly existing and in good standing under the laws of the jurisdiction indicated with respect to it on Schedule 7.2(a). Each of the BCR Entities is duly qualified to do business in all jurisdictions where such qualification is necessary to carry on its business as now conducted, except where failure to do so would not result in a BCR Material Adverse Effect. Each of the BCR Entities has all necessary power to execute and deliver, and perform its obligations under, this Agreement and all documents contemplated hereunder to be executed by it. “BCR Material Adverse Effect” means any event occuring or condition existing on or before the applicable Closing Date or Stabilization Closing Date that (i) has had, or is reasonably likely to have, a material adverse effect on the business, operations or financial condition of the Service Companies, the Property Owners, Development Property Owners, the Properties, the Nets, Atlantic Yards, Bloomfield or Metrotech Associates, whether before or after the applicable Closing Date or Stabilization Closing Date (exclusive of any rights of any Outside Investors in or to any of the foregoing), taken as a whole, assuming, however, with respect to the business, operations or financial condition of such entities or assets after the applicable Closing Date or Stabilization Closing Date, that the operations of such entities or assets from and after the applicable Closing Date or Stabilization Closing Date are identical in all material respects to the operations of such entities or assets as of the date hereof, or (ii) materially delays or hinders, or is reasonably likely materially to delay or hinder, the completion of the transactions contemplated by this Agreement.