Common use of Organization and Good Standing; Organizational Documents Clause in Contracts

Organization and Good Standing; Organizational Documents. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is qualified or licensed to do business as a foreign corporation or other business entity, as applicable, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed could not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, the term "Company Material Adverse Effect" means any change, effect, circumstance or event that is or is reasonably likely to (i) be materially adverse to the business, results of operations, assets or liabilities, condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries taken as a whole or (ii) materially adversely affect the ability of the Company to perform its obligations under this Agreement or consummate the Merger and the other transactions contemplated by this Agreement, provided that the effect of the following shall not be considered in determining whether a "Company Material Adverse Effect" has occurred or would be reasonably likely to occur: (A) (x) changes in Laws of general applicability or interpretations thereof by courts or governmental authorities, (y) changes in general economic conditions nationally or regionally, and (z) changes affecting the assisted living industry generally, except for any changes referred to in sub clauses (x), (y) or (z) of this clause (A) which, individually or in the aggregate, disproportionately affect the business, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries, taken as a whole, as compared with the Other Industry Participants generally, (B) actions and omissions of Company (or any of its Subsidiaries) taken or omitted upon the written request of Purchaser after the date of this Agreement or with the consent of Purchaser pursuant to Section 6.4, (C) any effects resulting from the public announcement of this Agreement or the transactions contemplated hereby. The "Other Industry Participants" means Alterra Healthcare Corp., American Retirement Corp., Capital Senior Living Corp., Emeritus Corp., Greenbriar Corp., and Sunrise Assisted Living, Inc. Each of the Company and the Company Subsidiaries has all requisite corporate or similar organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now being conducted and necessary to own, operate and lease its properties and assets, except those licenses, authorizations, consents and approvals, the failure of which to possess could not, individually or in the aggregate, have a Company Material Adverse Effect.

Organization and Good Standing; Organizational Documents. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareOklahoma. The Each of the Company's Subsidiaries (the "Company Subsidiaries") is a corporation or other business -------------------- entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Company and the Company Subsidiaries is qualified or licensed to do business as a foreign corporation or other business entity, as applicable, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed could will not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, the term "Company Material Adverse ------------------------ Effect" means any change, effect, circumstance or event that is or is reasonably ------ likely to (i) be materially adverse to the business, results of operations, assets or liabilities, financial condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries taken as a whole or (ii) materially adversely affect the ability of the Company to perform its obligations under this Agreement or timely consummate the Merger and the other transactions contemplated by this Agreement, provided that the effect of the following shall not be considered in determining whether a "Company Material Adverse Effect" has occurred other than any such change, effect, circumstance or would be reasonably likely to occur: (A) (x) changes in Laws of general applicability or interpretations thereof by courts or governmental authorities, (y) event resulting from any changes in general economic conditions nationally economic, regulatory or regionally, and (z) changes affecting the assisted living industry generally, except for any changes referred to in sub clauses (x), (y) or (z) of this clause (A) which, individually or in the aggregate, disproportionately affect the business, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries, taken as a whole, as compared with the Other Industry Participants generally, (B) actions and omissions of Company (or any of its Subsidiaries) taken or omitted upon the written request of Purchaser after the date of this Agreement or with the consent of Purchaser pursuant to Section 6.4, (C) any effects resulting from the public announcement of this Agreement or the transactions contemplated herebypolitical conditions. The "Other Industry Participants" means Alterra Healthcare Corp., American Retirement Corp., Capital Senior Living Corp., Emeritus Corp., Greenbriar Corp., and Sunrise Assisted Living, Inc. Each of the Company and the Company Subsidiaries has have all requisite corporate or similar organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business their respective businesses as it is they are now being conducted and necessary to own, operate and lease its their properties and assets, except those licenses, authorizations, consents and approvals, the failure of which to possess could will not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, a "Subsidiary" means, with respect to ---------- any corporation or other entity, any other corporation or other entity in which the first entity owns, directly or indirectly, more than fifty percent of the securities or other ownership interest having by their terms ordinary voting power to elect at least a majority of the board of directors or other Persons performing similar functions. (b) The Company has furnished or otherwise made available to Parent a complete and correct copy of the Company's Certificate of Incorporation and all amendments thereto, as currently in effect (the "Certificate of Incorporation") ---------------------------- and Bylaws and all amendments thereto, as currently in effect (the "Bylaws"). ------ The Certificate of Incorporation and Bylaws and all similar organizational documents of the Company Subsidiaries are in full force and effect. The Company is not in violation of the Certificate of Incorporation or Bylaws and, except as will not, individually or in the aggregate, have a Company Material Adverse Effect, none of the Company Subsidiaries is in violation of any similar organizational documents of such Company Subsidiary.

Organization and Good Standing; Organizational Documents. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareOklahoma. The Each of the Company's Subsidiaries (the "Company Subsidiaries") is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Company and the Company Subsidiaries is qualified or licensed to do business as a foreign corporation or other business entity, as applicable, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed could will not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, the term "Company Material Adverse Effect" means any change, effect, circumstance or event that is or is reasonably likely to (i) be materially adverse to the business, results of operations, assets or liabilities, financial condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries taken as a whole or (ii) materially adversely affect the ability of the Company to perform its obligations under this Agreement or timely consummate the Merger and the other transactions contemplated by this Agreement, provided that the effect of the following shall not be considered in determining whether a "Company Material Adverse Effect" has occurred other than any such change, effect, circumstance or would be reasonably likely to occur: (A) (x) changes in Laws of general applicability or interpretations thereof by courts or governmental authorities, (y) event resulting from any changes in general economic conditions nationally economic, regulatory or regionally, and (z) changes affecting the assisted living industry generally, except for any changes referred to in sub clauses (x), (y) or (z) of this clause (A) which, individually or in the aggregate, disproportionately affect the business, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries, taken as a whole, as compared with the Other Industry Participants generally, (B) actions and omissions of Company (or any of its Subsidiaries) taken or omitted upon the written request of Purchaser after the date of this Agreement or with the consent of Purchaser pursuant to Section 6.4, (C) any effects resulting from the public announcement of this Agreement or the transactions contemplated herebypolitical conditions. The "Other Industry Participants" means Alterra Healthcare Corp., American Retirement Corp., Capital Senior Living Corp., Emeritus Corp., Greenbriar Corp., and Sunrise Assisted Living, Inc. Each of the Company and the Company Subsidiaries has have all requisite corporate or similar organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business their respective businesses as it is they are now being conducted and necessary to own, operate and lease its their properties and assets, except those licenses, authorizations, consents and approvals, the failure of which to possess could will not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, a "Subsidiary" means, with respect to any corporation or other entity, any other corporation or other entity in which the first entity owns, directly or indirectly, more than fifty percent of the securities or other ownership interest having by their terms ordinary voting power to elect at least a majority of the board of directors or other Persons performing similar functions.

Organization and Good Standing; Organizational Documents. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada. The Each of the Company's direct and indirect subsidiaries (the "COMPANY SUBSIDIARIES") is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Company and the Company Subsidiaries is qualified or licensed to do business as a foreign corporation or other business entity, as applicable, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed could would not, individually or in the aggregate, have constitute a Company Material Adverse Effect. As used in this Agreement, the The term "Company Material Adverse Effect" means any change, effect, circumstance or event that is or is reasonably likely to (i) be materially adverse to the business, results of operations, assets operations or liabilities, financial condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries its subsidiaries taken as a whole whole, other than any change, effect, circumstance or event relating to or resulting from (A) general changes in the radio industry or the advertising markets, (B) changes in general economic conditions or securities markets in general or (C) this Agreement or the transactions contemplated hereby or the announcement thereof or (ii) materially adversely affect effect the ability of the Company to perform its obligations under this Agreement or timely consummate the Merger and the other transactions contemplated by this Agreement, provided that the effect of the following shall not be considered in determining whether a "Company Material Adverse Effect" has occurred or would be reasonably likely to occur: (A) (x) changes in Laws of general applicability or interpretations thereof by courts or governmental authorities, (y) changes in general economic conditions nationally or regionally, and (z) changes affecting the assisted living industry generally, except for any changes referred to in sub clauses (x), (y) or (z) of this clause (A) which, individually or in the aggregate, disproportionately affect the business, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of the Company and the Company Subsidiaries, taken as a whole, as compared with the Other Industry Participants generally, (B) actions and omissions of Company (or any of its Subsidiaries) taken or omitted upon the written request of Purchaser after the date of this Agreement or with the consent of Purchaser pursuant to Section 6.4, (C) any effects resulting from the public announcement of this Agreement or the transactions contemplated hereby. The "Other Industry Participants" means Alterra Healthcare Corp., American Retirement Corp., Capital Senior Living Corp., Emeritus Corp., Greenbriar Corp., and Sunrise Assisted Living, Inc. Each of the Company and the Company Subsidiaries has have all requisite corporate or similar organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business their respective businesses as it is they are now being conducted and necessary to own, operate and lease its their properties and assets, except those licenses, authorizations, consents and approvals, the failure of which to possess could does not, individually individually, or in the aggregate, have constitute a Company Material Adverse Effect.