Corporate Standing and Authority. (i) Each of Regent and Subsidiary is now and on the Closing Date will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and on the Closing Date will be in good standing under the laws of any other states in which its offices, equipment, facilities and other tangible assets are situated (except to the extent Subsidiary is deemed to have offices in Kentucky); and has all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
(ii) Each of Regent's other subsidiaries is now and on the Closing Date will be a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation; and is qualified as a foreign corporation in good standing under the laws of any other states in which its offices, equipment, facilities and other tangible assets are situated.
(iii) This Agreement and the transactions contemplated hereby have been ratified, adopted and approved by the Boards of Directors of each of Regent and Subsidiary, and by Regent in its capacity as the sole stockholder of Subsidiary, and copies of all corporate proceedings of each of Regent and Subsidiary relating to such authorization and approval, certified by its Secretary, will be promptly delivered to Alta. This Agreement constitutes a valid and binding obligation of Regent and Subsidiary, enforceable in accordance with the terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and availability of equitable remedies.
Corporate Standing and Authority. Each of API and API Portescap is a corporation duly organized and validly existing under the laws of Delaware and New York State, respectively, and has full corporate power and authority to carry on its current business operations and consummate the transactions contemplated by this Agreement. The execution of this Agreement and consummation of the transactions contemplated herein will not violate any provision of API Portescap's or API's Certificate of Incorporation or By-Laws. This Agreement is a legal, valid and binding agreement of API Portescap and API enforceable against API Portescap and API in accordance with its terms, subject to the laws of bankruptcy, insolvency and moratorium and other laws or equitable principles generally affecting 12 18 creditors' rights. Each of API Portescap and API has obtained all necessary authorization and approval by its Board of Directors for the execution of this Agreement and the consummation of the transactions contemplated hereby, subject to the approval of API's shareholders referred to in Section 4.2(a) below. Complete and correct copies of the Certificates of Incorporation and By-Laws of API and API Portescap have been made available to Inter Scan. (b) Capitalization of API. The capitalization of API is set forth on Exhibit 2.3(b) hereto. Except as disclosed on Exhibit 2.3(b), (i) API has no other class of stock authorized or outstanding, (ii) no shares of API's capital stock have been reserved for any purpose, (iii) there are no outstanding securities of API that are convertible into shares of API's capital stock and (iv) there are no options, warrants, calls, commitments, rights or understandings of any character to purchase or otherwise acquire from API any shares of API's capital stock, or any convertible security or other security issued or to be issued by API. Except as disclosed in Exhibit 2.3
Corporate Standing and Authority. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan, with full corporate power and authority to own its assets and to conduct its business. The Company is not required to be qualified as a foreign corporation with respect to any business under the laws of any other jurisdiction where the failure to so qualify would have a material adverse effect upon the Company and the Company does not have any material assets located in any jurisdiction other than Michigan and the Company does not own any equity interest in any other entity, other than as listed in Schedule 4.1-(a).
(b) Seller has the legal capacity and authority to execute this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement do not and will not violate or cause a default under any provision of Company's Articles of Incorporation or Bylaws, or result in the breach, termination or acceleration of any obligation or constitute a default or permit the termination of any right under any material mortgage indenture, lien, lease, contract, agreement, instrument, order, arbitration award, judgment or decree to which the Seller or the Company is a party or by which either of them or their respective properties are bound, except as listed on Schedule 4.1-(b). Company and Seller have taken all necessary action required by law. Company's Articles of Incorporation and Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement. This Agreement and each document and instrument executed pursuant to this Agreement by Company or Seller constitutes a valid and binding obligation of Company or Seller, as the case may be, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. Neither Company nor Seller are required to obtain the consent, approval or waiver of any person not a party to this Agreement to enter into this Agreement or to consummate the transactions contemplated hereby, except for the consents of the lessors and parties under various of the Leases and Contracts (as defined in Sections 4.5 and 4.6 hereof), as more fully set forth in Schedules 4.5 and 4.6 attached hereto, which consents are to be obtained on or prior to the Closing Date in accordance with the provisions of Section 3.2(e)(i) hereo...
Corporate Standing and Authority. (i) Regent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is in good standing as a corporation qualified to do business under the laws of the Commonwealth of Kentucky (being the only state in which Regent's offices, equipment, facilities and other tangible assets are situated); and has all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
(ii) Each of the Regent Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and is qualified as a foreign corporation in good standing under the laws of those states listed on Exhibit 22(a) attached hereto. All of the outstanding shares of capital stock of each of the Regent Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and except as set forth on Exhibit 22(a), are owned, of record and beneficially, by Regent, free and clear of all liens, encumbrances, equities, options or claims whatsoever. None of the Regent Subsidiaries has outstanding any other equity securities or securities options, warrants or rights of any kind, convertible into, exchangeable for, or otherwise entitling any person to acquire, equity securities of such Subsidiary.
(iii) This Agreement and the transactions contemplated hereby have been adopted, ratified and approved by the Boards of Directors of Regent and Subsidiary and the stockholder of Subsidiary, and copies of all corporate proceedings of each of Regent and Subsidiary relating to such authorization and approval, certified by its Secretary, have been or will be delivered to Faircom at the Closing. No further corporate action on the part of Regent or Subsidiary is required. This Agreement constitutes a valid and binding obligation of Regent and Subsidiary, enforceable in accordance with its terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and availability of equitable remedies.
Corporate Standing and Authority. To the extent not a natural person, each is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of its state of incorporation or formation, and has all necessary power to enter into and perform its obligations under this Agreement.
Corporate Standing and Authority. (i) Alta is, and on the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of the State of California; authorized to conduct business within the State of California (being the only state in which Alta's offices, equipment, facilities and other tangible Broadcast Assets are situated); and with all corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
(ii) This Agreement and the transactions contemplated hereby have been ratified, adopted and approved by the Board of Directors and the Stockholder of Alta, and copies of all corporate proceedings of Alta relating to such authorization and approval, certified by its Secretary, will be promptly delivered to Regent. This Agreement constitutes a valid and binding obligation of Alta, enforceable against it in accordance with its terms, subject to bankruptcy laws, other federal and state laws affecting creditors' rights generally and the availability of equitable remedies.
Corporate Standing and Authority. (a) Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan, with full corporate power and authority to own its assets and to conduct its business. Seller is not required to be qualified as a foreign corporation with respect to any business under the laws of any other jurisdiction.
(b) Seller has the legal capacity and authority to execute this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement do not and will not violate or cause a default under any provision of Seller's Articles of Incorporation or Bylaws, or result in the breach, termination or acceleration of any obligation or constitute a default or permit the
Corporate Standing and Authority. (a) Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan.
(b) Buyer has legal capacity and authority to execute this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement do not and will not violate or cause a default under any provision of Buyer's Articles of Incorporation or Bylaws, or result in the breach, termination or acceleration of any obligation or constitute a default or permit the termination of any right under any mortgage indenture, lien, lease, contract, agreement, instrument, order, arbitration award, judgment or decree to which Buyer is a party or by which it or its properties are bound. Buyer has taken all necessary action required by law, its Articles of Incorporation and Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement. This Agreement,and each document and instrument executed pursuant to this Agreement by Buyer constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. Buyer is not required to obtain the consent, approval or waiver of any
Corporate Standing and Authority. (a) Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan.
(b) Buyer has legal capacity and authority to execute this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement do not and will not violate or cause a default under any provision of Buyer's Articles of Incorporation or Bylaws, or result in the breach, termination or acceleration of any obligation or constitute a default or permit the termination of any right under any
Corporate Standing and Authority. Lessee hereby represents and warrants to Lessor that Lessee is duly incorporated and is in good standing under the laws of said state or states as applicable, and is authorized to do business in the State of Illinois and has due authority to execute this Lease.
