DUE ORGANIZATION; THE RADIO PROGRAMMING BUSINESS; AUTHORITY Sample Clauses

DUE ORGANIZATION; THE RADIO PROGRAMMING BUSINESS; AUTHORITY. (i) BEI is a corporation duly organized, validly existing and in good standing under the laws of Rhode Island. BEI has full corporate power and authority to own, lease and operate the Division and conduct the business of the Division as presently being conducted. BEI is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions except where the failure to be so qualified would not have a material adverse effect on the business or financial condition of the Division. (ii) BEI conducts its radio programming business only through the Division, and the Assets and the Excluded Assets constitute all of the assets of such business and the Division. There are no radio programming assets of any kind which are owned or controlled by BEI which are not part of the Assets, except for the Excluded Assets. Upon the Closing, Xxxxx will acquire the entire radio programming business of the Division, except for the Excluded Assets. (iii) The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by the board of directors and the shareholder of BEI, and no other corporate or other proceedings on the part of BEI are necessary to authorize the Agreement and the transactions contemplated thereby. Assuming this Agreement constitutes a valid and binding obligation of Xxxxx, this Agreement constitutes the valid and binding agreement of BEI, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting the enforceability of creditors' rights generally or laws governing the availability of specific performance or other equitable remedies.
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Related to DUE ORGANIZATION; THE RADIO PROGRAMMING BUSINESS; AUTHORITY

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