CORPORATE EXISTENCE AND POWERS. The Sellers, except for CRNY, are corporations organized and existing in good standing under the laws of the State of Minnesota, with full power and authority to enter into this Agreement and to enter into and complete the transactions contemplated herein; CRNY is a corporation organized and existing in good standing under the laws of the State of New Jersey, with full power and authority to enter into this Agreement and to enter into and complete the transactions contemplated herein; CRC is, and will be at the time of Closing, qualified to do business in the State of Illinois; CR Dallas is, and will be at the time of Closing, qualified to do business in the State of Texas; CR Denver is, and will be at the time of Closing, qualified to do business in the State of Colorado; CR Detroit is, and will be at the time of Closing, qualified to do business in the State of Michigan; CRH is, and will be at the time of Closing, qualified to do business in the State of Texas; CRKC is, and will be at the time of Closing, qualified to do business in the State of Kansas; CRLA is, and will be at the time of Closing, qualified to do business in the State of California; CR Milwaukee is, and will be at the time of Closing, qualified to do business in the State of Wisconsin; CRNY is, and will be at the time of Closing, qualified to do business in the State of New York; CR Philadelphia is, and will be at the time of Closing, qualified to do business in the State of Pennsylvania; and CR Phoenix is, and will be at the time of Closing, qualified to do business in the State of Arizona; CRT is, and will be at the time of Closing, qualified to do business in the State of Oklahoma; all required corporate actions have been taken by the Sellers to make and carry out this Agreement, which is a valid and binding obligation of Sellers and which is enforceable in accordance with its terms; the execution of this Agreement and the completion of the transactions herein involved will not result in the violation of any order, license, permit, rule, judgment or decree to which any of the Sellers is subject or the breach of any contract, agreement or other commitment to which any of the Sellers is a party or by which they are bound; and, except for receipt of the Commission's Final Approval (as defined herein) with respect to the assignment of the Licenses to Buyer, no other consents of any kind are required that have not been obtained for the Sellers to make or carry out the terms of this Agreeme...
CORPORATE EXISTENCE AND POWERS. Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware with full power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and enter into and complete the transactions contemplated herein and therein; Buyer is, or will be at the time of Closing, qualified to do business in the States of New York, New Jersey, Texas and Arizona; all required corporate action has been taken by Buyer to make and carry out this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated herein and therein; this Agreement constitutes, and upon execution and delivery, each other Transaction Document will constitute, valid and binding obligation of Buyer enforceable in accordance with its terms; the execution of the Agreement and the other Transaction Documents to which it is a party and, once the consent referred to in the next clause of this sentence is obtained, the completion of the transactions herein involved will not result in the violation of any order, license, permit, rule, judgment or decree to which Buyer is subject or the breach of any contract, agreement or other commitment to which Buyer is a party or by which it is bound or conflict with or violate any provision of Buyer's certificate of incorporation, bylaws or other organizational documents; and except for the consent of the Commission to the assignment of the Licenses to Buyer and the consents identified by the Sellers on Schedule B or D, to the Buyer's knowledge, no other consent of any kind is required that has not been obtained for Buyer to make or carry out the terms of this Agreement.
CORPORATE EXISTENCE AND POWERS. The Company and each of its Restricted Subsidiaries is a corporation duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, in case of any Restricted Subsidiary not a corporation, such Restricted Subsidiary is duly organized and validly existing under the laws of the jurisdiction of its organization) and is duly licensed or qualified to do business and is in good standing in all states in which the Company believes the conduct of its business or the ownership of its assets requires such qualification, and the Company has corporate power to make this Agreement and the Notes and to borrow hereunder.
CORPORATE EXISTENCE AND POWERS. Seller is a corporation organized and existing in good standing under the laws of the State of Illinois with full power and authority to enter into this Agreement and to enter into and complete the transactions contemplated herein; all required corporate action has been or will be taken by Closing by Seller and Shareholder to make and carry out this Agreement; the execution of this Agreement and the completion of the transactions herein involved will not result in the violation of any order, licenses, permit, rule, judgment or decree to which Seller is subject or the breach of any contract, agreement or other commitment to which Seller is a party or by which it is bound; and no other consent of any kind is required that has not been obtained for Seller to make or carry out the terms of this Agreement, except with respect to those consents required of parties to Leases and Agreements listed on Schedule B or D, with respect to assignment and assumption of specific contract rights and obligations. Seller shall use its best efforts to obtain third party consents with respect to any leases, contracts or agreements designated herein by Buyer and Seller as "material", to the extent required by such documents, and, to the extent Seller is unable to obtain any such consents, Seller shall provide Buyer with alternate benefits essentially similar to those which would have been provided under such contract at the cost that Buyer would have paid by assumption of such contract. Buyer shall cooperate with Seller in obtaining all such required consents.
CORPORATE EXISTENCE AND POWERS. CBC and Buyer are corporations organized and existing in good standing under the laws of the State of Minnesota with full power and authority to enter into this Agreement and enter into and complete the transactions contemplated herein; Buyer is, or will be at the time of Closing, qualified to do business in the State of Illinois; all required corporate action has been taken by Buyer and CBC to make and carry out this Agreement; the execution of the Agreement and, once the consent referred to in the next clause of this sentence is obtained, the completion of the transactions herein involved will not result in the violation of any order, license, permit, rule, judgment or decree to which CBC or the Buyer is subject or the breach of any contract, agreement or other commitment to which CBC or the Buyer is a party or by which it is bound; and except for the consent of the Commission, no other consent of any kind is required that has not been obtained for Seller to make or carry out the terms of this Agreement.
CORPORATE EXISTENCE AND POWERS. The Seller is a limited liability company validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified or licensed to do business in each other jurisdiction where the actions to be performed by it under this Agreement and the other Seller Documents make such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement and the other Seller Documents. The Seller has all the requisite limited liability company power and authority to conduct its business with respect to the ownership of the Company Interests and the Projects and to own the Company Interests and the Projects.
CORPORATE EXISTENCE AND POWERS. The Buyer is a limited liability company validly existing and in good standing under the Laws of the State of Delaware, and has all the requisite limited liability company power and authority to conduct its business as it is now being conducted and to own, lease and operate its assets.
CORPORATE EXISTENCE AND POWERS. Borrower
(a) is a corporation duly organized, validly existing and in good standing under the laws of State of California, and (b) has all corporate power and authority to carry out this Agreement and the transactions contemplated herein. Borrower is not qualified or licensed to do business as a foreign corporation in any state. Borrower does not own, directly or indirectly, any equity or other interest in any other corporation, association, partnership or other business entity.
CORPORATE EXISTENCE AND POWERS. The Sellers are corporations organized and existing in good standing under the laws of the State of Utah with full power and authority to enter into this Agreement and to enter into and complete the transactions contemplated herein. BIC is, and will be at the time of Closing, qualified to do business in the State of Arizona. All required corporate action has been taken by the Sellers to make and carry out this Agreement, which is a valid and binding obligation of Sellers and which is enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar law affecting the rights of creditors generally, and equitable principles. The execution of this Agreement and the completion of the transactions herein involved will not result in the material violation of any order, licenses, permit, rule, judgment or decree to which either of the Sellers is subject or the breach of any material contract, agreement or other commitment to which either of the Sellers is a party or by which it is bound. Except for receipt of the FCC Approval (as defined below) with respect to the assignment of the Licenses to Buyer, no other consents of any kind are required that have not been obtained for the Sellers to make or carry out the terms of this Agreement, except with respect to those consents required of parties to Leases and Agreements listed on SCHEDULE B or SCHEDULE D, with respect to assignment and assumption of specific contract rights and obligations. The Sellers shall use their best efforts to obtain third party consents with respect to any leases, contracts or agreements designated by Buyer and the Sellers as "material," to the extent required by such documents. Buyer shall cooperate with the Sellers in obtaining all such required consents. Sellers have delivered to Buyer true and complete copies of the Sellers' Articles of Incorporation and Bylaws and will deliver to Buyer at Closing certificates of good standing of Sellers issued by the States of Utah and Arizona.
CORPORATE EXISTENCE AND POWERS. Buyer is a corporation organized and existing in good standing under the laws of the State of Minnesota with full power and authority to enter into this Agreement and enter into and complete the transactions contemplated herein. Buyer is, or will be at the time of Closing, qualified to do business in the State of Arizona. All required corporate action has been taken by Buyer to make and carry out this Agreement. The execution of the Agreement and, once the consent referred to in the next sentence is obtained, the completion of the transactions herein involved will not result in the violation of any order, license, permit, rule, judgment or decree to which Buyer is subject or the breach of any contract, agreement or other commitment to which Buyer is a party or by which it is bound. Except for the consent of the FCC to the assignment of the Licenses to Buyer, no other consent of any kind is required that has not been obtained for Buyer to make or carry out the terms of this Agreement.
