Organization; Qualification; Authority Clause Samples

Organization; Qualification; Authority. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of its organization, Oklahoma, and is qualified to transact business under the law of the state where each Tower Site is located. All documents, including this Agreement, executed or to be executed by Seller (a) have been or will be duly executed and delivered by Seller, (b) are or will be legal, valid and binding obligations of Seller, and (c) do not or will not violate any provisions of any agreement to which Seller is a party or to which it is bound. Except as set forth in Schedule 4.1, Seller has the full right, power and authority, without the necessity of obtaining the consent or approval of any other Person, to enter into this Agreement and to perform its obligations under this Agreement and to perform its obligations under this Agreement. Seller is the owner of the Assets and/or has full right, power and authority to sell, convey, and transfer the Assets to Purchaser as provided herein, and to perform Seller’s obligations hereunder. Seller is not a “foreign person” as defined under the Foreign Investment in Real Property Act (“FIRPTA”).

Organization; Qualification; Authority. Each MMG Party is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and each has the power and authority to make, execute, deliver and perform this Agreement and to incur and perform the obligations provided for herein, all of which have been duly authorized by all necessary and proper corporate action, including shareholder action. Neither the execution, delivery and performance of this Agreement by any MMG Party nor the consummation by them of the transactions contemplated hereby conflict with or will result in any breach or default of any provision of the Certificate of Incorporation or Bylaws of any MMG Party. This Agreement has been duly and validly executed and delivered by the duly authorized officers of each MMG Party and constitutes the valid, legally binding and enforceable obligations of each of them in accordance with the terms of this Agreement.

Organization; Qualification; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has full corporate power and authority to (i) enter into this Agreement to carry out its obligations hereunder and to consummate the transactions contemplated hereby and (ii) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company and each subsidiary are duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Investor) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (b)

Organization; Qualification; Authority. Each of ▇▇▇ Enterprises and ▇▇▇ Procurement is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of ▇▇▇ Enterprises and ▇▇▇ Procurement has the corporate power and authority to carry on the Business and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where qualification as a foreign corporation is required to carry on the Business, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole, but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper or classified publications industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the transactions contemplated hereby, including the effect of the announcement of, or the existence of the plan to sell, the Business; or (ii) any litigation arising from allegations of a violation of applicable Law relating to this Agreement or the transactions contemplated hereby; or (iii) changes in applicable Law, GAAP or accounting standards.

Organization; Qualification; Authority. The Borrower and each of its subsidiaries (i) is a corporation, partnership, limited liability company or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation except where the failure to be in good standing, individually or in the aggregate, would not have a Material Adverse Effect, (ii) is duly qualified as a foreign corporation (or other entity) and in good standing (or the functional equivalent thereof, if applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed and in good standing (or the functional equivalent thereof, if applicable), individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) subject to the entry of the CCAA Order by the CCAA Court, has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

Organization; Qualification; Authority. Each of the Borrowers and their respective Subsidiaries (i) is a corporation, partnership, limited liability company or other organization duly organized, validly existing and in good standing (or to the extent such concept is applicable to a non-United States or non-Canadian entity, the functional equivalent thereof) under the laws of the jurisdiction of its incorporation or formation except where the failure to be in good standing (or the functional equivalent), individually or in the aggregate, would not have a Material Adverse Effect, (ii) is duly qualified as a foreign corporation (or other entity) and in good standing (or the functional equivalent thereof, if applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed and in good standing (or the functional equivalent thereof, if applicable), individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

Organization; Qualification; Authority. (i) Konover Management South is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. Konover Management South has all requisite corporate power and authority to manage, operate and lease the Properties and carry on its business as now conducted, and to enter into this Agreement and to perform its obligations hereunder. (ii) Konover Management South is duly qualified to do business and is in good standing in each jurisdiction in which the management, operation of leasing of property or the conduct of its business requires such qualification, except for any failures to be so qualified or to be in good standing as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (iii) The execution, delivery and performance of this Agreement, except where expressly otherwise provided, have been duly and validly authorized by all necessary corporate action on the part of Konover Management South. This Agreement has been duly executed and delivered by Konover Management South and constitutes the valid and legally binding obligations of Konover Management South, enforceable against each in accordance with its terms, subject to applicable and bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity.

Organization; Qualification; Authority. Borrower and each Subsidiary of Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state indicated on Schedule 1. Borrower and each Subsidiary of Borrower has the power to own its properties and to carry on its businesses as now being conducted. The Board of Directors of Borrower has duly authorized the execution, delivery and performance of the Loan Papers to be executed by Borrower. No consent of the shareholders of Borrower is required as a prerequisite to the validity and enforceability of any Loan Papers or any other document contemplated hereby. Borrower has full legal right and corporate power, and authority to execute, deliver, and perform its obligations under the Loan Papers to be executed and delivered by it.

Organization; Qualification; Authority. Seller represents it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to make, execute, deliver and perform this Agreement