Incorporation, Qualification and Authority. 49 Section 5.02. Incorporation and Qualification of the Contributed Comcast Subsidiaries 50 Section 5.03. Capital Structure of the Contributed Comcast Subsidiaries and Other Equity Interests 50 Section 5.04. No Conflict 51 Section 5.05. Consents and Approvals 52 Section 5.06. Financial Information; Accounting Controls; Absence of Undisclosed Liabilities 52 Section 5.07. SEC Reports 53 Section 5.08. Absence of Certain Changes or Events 54 Section 5.09. Absence of Litigation 54 Section 5.10. Compliance with Laws 54 Section 5.11. Governmental Licenses and Permits 54 Section 5.12. Sufficiency of the Comcast Assets; Liens 56 Section 5.13. Intellectual Property 56 Section 5.14. Environmental and Health and Safety Matters 59 Section 5.15. Significant Comcast Contracts 60
Incorporation, Qualification and Authority. (a) NBCU is a corporation and, after the NBCU Conversion, will be a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware and has all necessary power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is a party. NBCU is duly qualified as a foreign corporation or other organization to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to, individually or in the aggregate, have a NBCU Material Adverse Effect.
Incorporation, Qualification and Authority. (a) Each of GE, Newco, the NBCU Transferors, Navy Holdco 1 and Navy Holdco 2 is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization and has all necessary power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is a party. Each of GE, Newco, the NBCU Transferors, Navy Holdco 1 and Navy Holdco 2 is duly qualified as a foreign corporation or other organization to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to, individually or in the aggregate, have a NBCU Material Adverse Effect.
Incorporation, Qualification and Authority. (a) Each of the Comcast Transferors is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization and has all necessary power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is a party. Each of the Comcast Transferors is duly qualified as a foreign corporation or other organization to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to, individually or in the aggregate, have a Comcast Material Adverse Effect.
Incorporation, Qualification and Authority. 22 Section 3.02. Incorporation and Qualification of the NBCU Entities 22 Section 3.03. Capital Structure of NBCU, the NBCU Entities and Other Equity Interests. 23 Section 3.04. No Conflict 24 Section 3.05. Consents and Approvals 24 Section 3.06. Financial Information; Accounting Controls; Absence of Undisclosed Liabilities 25 Section 3.07. Absence of Certain Changes or Events 26 Section 3.08. Absence of Litigation 26 Section 3.09. Compliance with Laws 26 Section 3.10. Governmental Licenses and Permits 27 Section 3.11. Sufficiency of the NBCU Assets; Liens 28 Section 3.12. Intellectual Property 29 Section 3.13. Environmental and Health and Safety Matters 31 Section 3.14. Significant NBCU Contracts 33 Section 3.15. Employment and Employee Benefits Matters 36 Section 3.16. NBCU Real Property 40 Section 3.17. Insurance 41 Section 3.18. Related Party Transactions 41 Section 3.19. Library Rights 42 Section 3.20. Distribution 42 Section 3.21. No Debt as of Closing 43 Section 3.22. Comcast/NBCU Sale 43 Section 3.23. NBCU Financing 43 Section 3.24. No Other Representations or Warranties 44
Incorporation, Qualification and Authority of the Company and the Company Subsidiaries. Each of the Company and the Company Subsidiaries is a corporation, limited liability company or limited partnership duly formed, validly existing and in good standing under the Laws of its jurisdiction of incorporation, formation or organization and has the requisite power and authority to operate its business as now conducted. Each of the Company and the Company Subsidiaries is duly qualified as a foreign corporation, limited liability company or limited partnership to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect. Each of the Company Subsidiaries has been formed to acquire, hold, finance, lease and operate its respective Real Property Assets, and, except for the acquisition, holding, financing, leasing and operation of such Real Property Assets, has not conducted any other business.
Incorporation, Qualification and Authority. (a) GE is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York and has all necessary power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Documents to which it is or will at Closing be a party. GE is duly qualified as a foreign corporation or other organization to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to, individually or in the aggregate, materially impair or delay the ability of GE to consummate the transactions contemplated by, or perform its obligations under, the Transaction Documents to which it is or will at Closing be a party.
Incorporation, Qualification and Authority. (a) Comcast is a corporation duly incorporated and validly subsisting under the Laws of the Commonwealth of Pennsylvania and has all necessary power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Documents to which it is or will at Closing be a party. Comcast is duly qualified as a foreign corporation or other organization to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to materially impair or delay the ability of Comcast to consummate the transactions contemplated by, or perform its obligations under, the Transaction Documents to which it is or will at Closing be a party.
Incorporation, Qualification and Authority. The Company is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Alabama, and has the power and authority (company and other) to own its properties and to carry on its business as it is now being conducted. Affinity GA is a limited liability company duly formed, validly existing, and in good standing under the Laws of the State of Delaware, and has the power and authority (company and other) to own its properties and to carry on its business as it is now being conducted. North Star is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Georgia, and has the power and authority (company and other) to own its properties and to carry on its business as it is now being conducted. The Company has full company power and authority to execute and deliver this Agreement and each other Contract to be executed by the Company in connection herewith to which it is a party, and to consummate the transactions set forth herein and therein. This Agreement and any other Contract to which the Company is a party and is required to be delivered at Closing pursuant to the terms hereof has been, or prior to Closing will be, duly and validly executed and delivered by the Company and this Agreement and any other Contract to which the Company is a party and required to be delivered at Closing pursuant to the terms hereof constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms. Each Acquired Company is duly qualified or licensed as a foreign company to do business and is in good standing (or active status, as applicable) in the jurisdictions listed on Schedule 3.1, which are the only jurisdictions in which the operation of the Business or the ownership or leasing of its properties requires such qualification. Except as set forth on Schedule 3.1, each Acquired Company has made all filings needed to do business under the names listed on Schedule 3.1, which constitute all of the names such Acquired Company uses in connection with its business, and all such filings are in full force and effect. The Sellers have delivered to Buyer true, accurate and complete copies of (a) the organizational documents of each Acquired Company and (b) the minute books of each Acquired Company which contain records of all meetings held of, and other actions taken by, its members and managers since in...
Incorporation, Qualification and Authority of the Company and the Transferred Subsidiaries. The Company and each of the Transferred Subsidiaries is a corporation or other organization duly incorporated or organized, validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the Laws of its jurisdiction of incorporation or organization and has the requisite corporate or other applicable organizational power and authority to own or lease and operate its assets and properties and to conduct its business as presently conducted, except where the failures to be so incorporated or organized, existing or in good standing (or the equivalent, if any, in the applicable jurisdiction) or to have such power or authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of the Transferred Subsidiaries is duly qualified as a foreign corporation or other organization to do business, and is in good standing (or the equivalent, if any, in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing (or the equivalent, if any, in the applicable jurisdiction) that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Parent has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents) for the Company and each of the Transferred Subsidiaries (as applicable).
