Organization; Qualification; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has full corporate power and authority to (i) enter into this Agreement to carry out its obligations hereunder and to consummate the transactions contemplated hereby and (ii) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company and each subsidiary are duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Investor) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (b)
Organization; Qualification; Authority. Each MMG Party is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and each has the power and authority to make, execute, deliver and perform this Agreement and to incur and perform the obligations provided for herein, all of which have been duly authorized by all necessary and proper corporate action, including shareholder action. Neither the execution, delivery and performance of this Agreement by any MMG Party nor the consummation by them of the transactions contemplated hereby conflict with or will result in any breach or default of any provision of the Certificate of Incorporation or Bylaws of any MMG Party. This Agreement has been duly and validly executed and delivered by the duly authorized officers of each MMG Party and constitutes the valid, legally binding and enforceable obligations of each of them in accordance with the terms of this Agreement.
Organization; Qualification; Authority. Each of the Borrowers and their respective Subsidiaries (i) is a corporation, partnership, limited liability company or other organization duly organized, validly existing and in good standing (or to the extent such concept is applicable to a non-United States or non-Canadian entity, the functional equivalent thereof) under the laws of the jurisdiction of its incorporation or formation except where the failure to be in good standing (or the functional equivalent), individually or in the aggregate, would not have a Material Adverse Effect, (ii) is duly qualified as a foreign corporation (or other entity) and in good standing (or the functional equivalent thereof, if applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed and in good standing (or the functional equivalent thereof, if applicable), individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority (including, without limitation, all governmental licenses,
Organization; Qualification; Authority. Each of Xxx Enterprises and Xxx Procurement is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of Xxx Enterprises and Xxx Procurement has the corporate power and authority to carry on the Business and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where qualification as a foreign corporation is required to carry on the Business, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Business Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Business Material Adverse Effect” means such facts, circumstances, events or changes that are, or would reasonably be expected to become, materially adverse to the business, financial condition or continuing operations of the Business taken as a whole, but shall not include facts, circumstances, events or changes (a) generally affecting the newspaper or classified publications industry in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the transactions contemplated hereby, including the effect of the announcement of, or the existence of the plan to sell, the Business; or (ii) any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable Law relating to this Agreement or the transactions contemplated hereby; or (iii) changes in applicable Law, GAAP or accounting standards.
Organization; Qualification; Authority. Each of the Borrowers and their respective subsidiaries (i) is a corporation, partnership, limited liability company or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation except where the failure to be in good standing, individually or in the aggregate, would not have a Material Adverse Effect, (ii) is duly qualified as a foreign corporation (or other entity) and in good standing (or the functional equivalent thereof, if applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed and in good standing (or the functional equivalent thereof, if applicable), individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) subject to the entry of the CCAA Initial Order by the CCAA Court, has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.
Organization; Qualification; Authority. Each Xxxxx Party is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the power and authority to make, execute, deliver and perform this Agreement and to incur and perform the obligations provided for herein, all of which have been duly authorized by all necessary and proper corporate action, including shareholder action. Neither the execution, delivery and performance of this Agreement by any Xxxxx Party nor the consummation by any Xxxxx Party of the transactions contemplated hereby conflict with or will result in any breach or default of any provision of the Certificate of Incorporation or Bylaws of any Xxxxx Party. This Agreement has been duly and validly executed and delivered by the duly authorized officers of each Xxxxx Party and constitutes the valid, legally binding and enforceable obligations of each Xxxxx Party in accordance with the terms of this Agreement.
Organization; Qualification; Authority. Borrower and each Subsidiary of Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state indicated on Schedule 1. Borrower and each Subsidiary of Borrower has the power to own its properties and to carry on its businesses as now being conducted. The Board of Directors of Borrower has duly authorized the execution, delivery and performance of the Loan Papers to be executed by Borrower. No consent of the shareholders of Borrower is required as a prerequisite to the validity and enforceability of any Loan Papers or any other document contemplated hereby. Borrower has full legal right and corporate power, and authority to execute, deliver, and perform its obligations under the Loan Papers to be executed and delivered by it.
Organization; Qualification; Authority. Each Grafx Xxxty is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the
Organization; Qualification; Authority. LAAS is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company is duly qualified to transact business and is in good standing under the laws of the State of California. The Execution, delivery and performance of this Agreement will be duly authorized by all necessary action on the part of LAAS.
Organization; Qualification; Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Washington. Seller is qualified to do business or conduct affairs as a foreign corporation in all states in which the Business is currently conducted, except where the failure to be so qualified would not have a material adverse effect on Seller or the Assets. Seller has all requisite corporate power and authority to carry on the Business as it is now being conducted and to own and lease the properties and assets with respect to the Business which it now owns or leases. Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other documents, instruments and agreements being entered into by it at the Closing (the “Seller Transaction Documents”), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and each and every other Seller Transaction Document have been duly authorized by all requisite corporate action of Seller. This Agreement and each and every Seller Transaction Documents constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with their respective terms, except as such validity, binding effect or enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally or by general equitable principles.
