Common use of CORPORATE EXISTENCE AND POWERS Clause in Contracts

CORPORATE EXISTENCE AND POWERS. The Sellers, except CR New York, 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein without shareholder approval; CR New York 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein; CR Dallas is, and will be at the time of Closing, qualified to do business in the State of Texas; and CR Phoenix is, and will be at the time of Closing, qualified to do business in the State of Arizona and neither the nature of the business of the Stations, nor the character of the properties owned, leased or otherwise held by Sellers for use in the business of the Stations makes any qualification necessary in any other state, country, territory or jurisdiction; all required corporate actions have been taken by the Sellers to make and carry out this Agreement and the other Transaction Documents and the transactions contemplated herein and therein; this Agreement constitutes, and upon execution and delivery, each other Transaction Document will constitute a valid and binding obligation of Sellers enforceable in accordance with its terms; the execution of this Agreement and the other Transaction Documents and the completion of the transactions herein and therein involved will not result in the violation of any law, regulation, order, license, permit, rule, judgment or decree to which any of the Sellers, the Acquired Assets or the Stations, is subject, or conflict with or constitute the breach of any contract, agreement or other commitment to which any of the Sellers is a party or by which they are bound or as to which any of the Acquired Assets or the Stations are subject or affected, or conflict with or violate any provision of any of the respective Sellers' certificates of incorporation, bylaws or other organizational documents; and, except for receipt of the Commission's Consent (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 Agreement and the

CORPORATE EXISTENCE AND POWERS. The Sellers, except CR New York, Sellers 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein without shareholder approval; CR New York 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein; CR Dallas CRD is, and will be at the time of Closing, qualified to do business in the State of Texas; and CR Phoenix is, and will be at the time of Closing, qualified to do business in the State of Arizona Michigan and neither the nature of the business of the StationsStation, nor the character of the properties owned, leased or otherwise held by Sellers for use in the business of the Stations Station makes any qualification necessary in any other state, country, territory or jurisdiction; all required corporate actions have been taken by the Sellers to make and carry out this Agreement and the other Transaction Documents and the transactions contemplated herein and therein; this Agreement constitutes, and upon execution and delivery, each other Transaction Document will constitute a valid and binding obligation of Sellers enforceable in accordance with its terms; the execution of this Agreement and the other Transaction Documents and the completion of the transactions herein and therein involved will not result in the violation of any law, regulation, order, license, permit, rule, judgment or decree to which any of the Sellers, the Acquired Assets or the StationsStation, is subject, or conflict with or constitute the breach of any contract, agreement or other commitment to which any of the Sellers is a party or by which they are bound or as to which any of the Acquired Assets or the Stations Station are subject or affected, or conflict with or violate any provision of any of the respective Sellers' certificates Seller's certificate of incorporation, bylaws or other organizational documents, or will result the creation of any lien, charge or encumbrance on any of the Acquired Assets, other than Permitted Encumbrances; and, except for receipt of the Commission's Consent 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 Agreement and thethe other Transaction Documents, except with respect to those consents identified on Schedule B or D which are required of parties to Leases and Agreements listed

CORPORATE EXISTENCE AND POWERS. The Sellers, except CR New Yorkfor 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein without shareholder approvalherein; CR New York 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein herein; CRC is, and thereinwill 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 Arizona; CRT is, and neither will be at the nature time of the Closing, qualified to do business of the Stations, nor the character of the properties owned, leased or otherwise held by Sellers for use in the business State of the Stations makes any qualification necessary in any other state, country, territory or jurisdictionOklahoma; all required corporate actions have been taken by the Sellers to make and carry out this Agreement and the other Transaction Documents and the transactions contemplated herein and therein; this Agreement constitutesAgreement, and upon execution and delivery, each other Transaction Document will constitute 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 other Transaction Documents and the completion of the transactions herein and therein involved will not result in the violation of any law, regulation, order, license, permit, rule, judgment or decree to which any of the Sellers, the Acquired Assets Sellers is subject or the Stations, is subject, or conflict with or constitute the breach of any contract, agreement or other commitment to which any of the Sellers is a party or by which they are bound or as to which any of the Acquired Assets or the Stations are subject or affected, or conflict with or violate any provision of any of the respective Sellers' certificates of incorporation, bylaws or other organizational documentsbound; and, except for receipt of the Commission's Consent 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 Agreement Agreement, except with respect to those consents required of parties to Leases and theAgreements listed on Schedule B or D, with respect to assignment and assumption of specific contract rights and obligations and the consent of CBC's shareholders. The Sellers shall use their best efforts to obtain third party consents with respect to any of the Leases and 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.

CORPORATE EXISTENCE AND POWERS. The Sellers, except CR New York, Sellers 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein without shareholder approvaltherein; CR New York 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein herein; CRC is, and thereinwill 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; 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; CRM 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 and neither the nature of the business of the Stations, nor the character of the properties owned, leased or otherwise held by Sellers for use in the business of the Stations makes any qualification necessary in any other state, country, territory or jurisdictionArizona; all required corporate actions have been duly and validly taken by the Sellers and CRNY to make and carry out this Agreement and the other Transaction Documents and the transactions contemplated herein and therein; this Agreement constitutesAgreement, and upon execution and delivery, each other Transaction Document will constitute which is a valid and binding obligation of Sellers and CRNY and which is enforceable against them in accordance with its terms; the execution of this Agreement and the other Transaction Documents and the completion of the transactions contemplated herein and therein involved will not result in the violation of any law, regulation, of the charter documents of Sellers or CRNY or any order, license, permit, rule, judgment or decree to which any of the Sellers, the Acquired Assets Sellers or the Stations, CRNY is subject, subject or conflict with or constitute the breach of any contract, agreement Contract or other commitment to which any of cause the Sellers is a party or by which they are bound or as to which any of the Acquired Assets or the Stations are subject or affected, or conflict with or violate any provision acceleration of any of the respective Sellers' certificates of incorporation, bylaws or other organizational documentsobligations under any Contract; and, except for receipt of the Commission's Consent Final Approval (as defined herein) with respect to the assignment of the Licenses and transfer of control to Buyer, no other consents of any kind are required that have not been obtained for the Sellers or CRNY to make or carry out the terms of this Agreement Agreement, except with respect to those consents required of parties to Contracts listed on Schedule D, with respect to assignment and theassumption of specific contract rights and obligations, and the consent of CBC's shareholders. The Sellers shall use their best efforts to obtain third party consents to assignment with respect to all of the Contracts to the extent required by such documents. Buyer shall reasonably cooperate with the Sellers in obtaining all such required consents, but in no event shall Buyer be required to make any payment to obtain such consents.

CORPORATE EXISTENCE AND POWERS. The Sellers, except CR New York, 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein without shareholder approval; CR New York 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein; CR Dallas is, and will be at the time of Closing, qualified to do business in the State of Texas; and CR Phoenix is, and will be at the time of Closing, qualified to do business in the State of Arizona and neither the nature of the business of the Stations, nor the character of the properties owned, leased or otherwise held by Sellers for use in the business of the Stations makes any qualification necessary in any other state, country, territory or jurisdiction; all required corporate actions have been taken by the Sellers to make and carry out this Agreement and the other Transaction Documents and the transactions contemplated herein and therein; this Agreement constitutes, and upon execution and delivery, each other Transaction Document will constitute a valid and binding obligation of Sellers enforceable in accordance with its terms; the execution of this Agreement and the other Transaction Documents and the completion of the transactions herein and therein involved will not result in the violation of any law, regulation, order, license, permit, rule, judgment or decree to which any of the Sellers, the Acquired Assets or the Stations, is subject, or conflict with or constitute the breach of any contract, agreement or other commitment to which any of the Sellers is a party or by which they are bound or as to which any of the Acquired Assets or the Stations are subject or affected, or conflict with or violate any provision of any of the respective Sellers' certificates of incorporation, bylaws or other organizational documents; and, except for receipt of the Commission's Consent (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 Agreement and thethe other Transaction Documents, except with respect to those consents identified on Schedule B or D which are required of parties to Leases and Agreements listed on Schedule B or D

CORPORATE EXISTENCE AND POWERS. The Sellers, except CR New York, 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein without shareholder approval; CR New York 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 the other Transaction Documents (as defined herein) and to enter into and complete the transactions contemplated herein and therein; CR Dallas is, and will be at the time of Closing, qualified to do business in the State of Texas; and CR Phoenix is, and will be at the time of Closing, qualified to do business in the State of Arizona and neither the nature of the business of the Stations, nor the character of the properties owned, leased or otherwise held by Sellers for use in the business of the Stations makes any qualification necessary in any other state, country, territory or jurisdiction; all required corporate actions have been taken by the Sellers to make and carry out this Agreement and the other Transaction Documents and the transactions contemplated herein and therein; this Agreement constitutes, and upon execution and delivery, each other Transaction Document will constitute a valid and binding obligation of Sellers enforceable in accordance with its terms; the execution of this Agreement and the other Transaction Documents and the completion of the transactions herein and therein involved will not result in the violation of any law, regulation, order, license, permit, rule, judgment or decree to which any of the Sellers, the Acquired Assets or the Stations, is subject, or conflict with or constitute the breach of any contract, agreement or other commitment to which any of the Sellers is a party or by which they are bound or as to which any of the Acquired Assets or the Stations are subject or affected, or conflict with or violate any provision of any of the respective Sellers' certificates of incorporation, bylaws or other organizational documents; and, except for receipt of the Commission's Consent (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 Agreement and thethe other Transaction Documents, except with respect to those consents identified on Schedule B or D which are required of parties to Leases and Agreements listed on Schedule B or D or 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 of the Leases and Agreements designated on Schedule B or D as "material," to the extent required by such documents. Buyer shall cooperate with the Sellers in obtaining all such required consents. As used herein, the term "Transaction Documents" refers collectively to this Agreement, the LMA, the Assignment of Licenses, the Warranty Deeds, an Assignment and Xxxx of Sale and any other agreements to be executed and delivered by any Seller hereunder or as otherwise contemplated herein.