Common use of Incorporation and Authority of Seller Clause in Contracts

Incorporation and Authority of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Should the consummation of the Viacom Transaction occur prior to the Closing Date and if necessary, Seller shall be duly qualified to do business in the State of Michigan prior to the Closing. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject, as to enforceability, to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Incorporation and Authority of Seller. Seller is a corporation duly incorporated, incorporated and validly existing and in good standing under the Laws laws of Georgia. Seller is duly qualified as a corporation to do business in each jurisdiction where the State character of Delaware and its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so qualified that would not have a Material Adverse Effect on Seller. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Should the consummation of the Viacom Transaction occur prior to the Closing Date and if necessary, Seller shall be duly qualified to do business in the State of Michigan prior to the Closing. The execution and delivery of this Agreement by Seller, the performance by Seller it of its obligations hereunder and the consummation by Seller it of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller Seller, and (assuming due authorization, . execution and delivery by Purchaser) this Agreement constitutes the a legal, valid and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms, subject, as to enforceability, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or similar Laws laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Incorporation and Authority of Seller. Seller is a corporation duly incorporated, incorporated and validly existing and in good standing under the Laws laws of Pennsylvania. Seller is duly qualified as a corporation to do business in each jurisdiction where the State character of Delaware and its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so qualified that would not have a Material Adverse Effect on Seller. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Should the consummation of the Viacom Transaction occur prior to the Closing Date and if necessary, Seller shall be duly qualified to do business in the State of Michigan prior to the Closing. The execution and delivery of this Agreement by Seller, the performance by Seller it of its obligations hereunder and the consummation by Seller it of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller Seller, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes the a legal, valid and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms, subject, as to enforceability, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or similar Laws laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Incorporation and Authority of Seller. (a) Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to enter into this AgreementAgreement and the Related Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. Should the consummation of the Viacom Transaction occur prior to the Closing Date hereby and if necessary, Seller shall be duly qualified to do business in the State of Michigan prior to the Closingthereby. The execution and delivery of this Agreement and the Related Agreements by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. . (b) This Agreement has been been, and when executed and delivered by Seller the Related Agreements will be, duly executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes constitute the legal, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its their terms, subject, as to enforceability, to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law)) and to principles limiting the enforceability of restrictions on competition.