ORGANIZATION; QUALIFICATION; POWER. VCG Holdings is a corporation duly organized and validly existing and in good standing under the laws of England and Wales. Definitive Stock is a corporation duly organized, validly existing and in good standing under the laws of Delaware. VCGLLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Each of the Subsidiaries of VCG Holdings, Definitive Stock and VCGLLC is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of domicile. The Vermont Entities have all requisite corporate power and authority to own, lease and operate the Assets and to carry on the Business as it is now being conducted, except to the extent any failure to be so empowered or authorized does not have a Material Adverse Effect. Prior to the Closing, VCG shall have delivered to Buyer and Communications true, complete and correct copies of the Articles of Association or other organizational document (including all amendments thereto) and the By-Laws, as currently in effect, of each of the Vermont Entities. Each of the Vermont Entities is duly qualified or licensed and in good standing (with respect to jurisdictions that recognize such a concept) to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. VCG represents and warrants that the records and minutes of the meetings of the shareholders and the board of directors as well as the reports of the statutory auditors of Pix SA and, where applicable, iSwoop EURL, have been maintained in accordance with French law since the respective dates of incorporation thereof. Any shares of Pix SA held by Pix SA as a result of the Merger have been acquired, held and recorded in accordance with French law governing the merger by absorption of a company by the subsidiary thereof.
ORGANIZATION; QUALIFICATION; POWER. The Limited Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas. The Limited Partnership has full power and authority to own or lease and to operate the Station and its assets and to carry on its business as now conducted. GCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Gaylxxx xx a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. GTC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of GCI and GTC has full power and authority to own its respective partnership interest in the Limited Partnership. Each of the Limited Partnership, GTC, Gaylxxx xxx GCI is duly qualified to do business as a foreign entity and in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on GTC, GCI and the Limited Partnership, taken as a whole, or impair the ability of Gaylxxx, xxe Gaylxxx Xxxsidiaries or the Limited Partnership to consummate the transactions contemplated by, or to satisfy their obligations under, the Transaction Agreements, or delay in any material respect or prevent the consummation of any of the transactions contemplated by the Transaction Agreements (a "Gaylxxx Xxxerial Adverse Effect"). Gaylxxx xxx delivered to CBS true and complete copies of (i) the charter document and by-laws of each of GTC and GCI and (ii) the Certificate of Limited Partnership and Limited Partnership Agreement of the Limited Partnership (collectively, the "Organizational Documents"), in each case as amended through the date of this Agreement.
ORGANIZATION; QUALIFICATION; POWER. Each of CBS and the CBS Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of CBS and the CBS Subsidiaries is duly qualified to do business as a foreign entity and in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect on CBS and its subsidiaries, taken as a whole, or impair the ability of CBS and the CBS Subsidiaries to consummate the transactions contemplated by, or to satisfy their obligations under, the Transaction Agreements, or delay in any material respect or prevent the consummation of any of the transactions contemplated by the Transaction Agreements. Each of CBS and the CBS Subsidiaries has the requisite corporate power and authority to carry on its business as now conducted. CBS has delivered to Xxxxxxx true and complete copies of the certificates of incorporation and by-laws of CBS and the CBS Subsidiaries, in each case as amended through the date of this Agreement.
ORGANIZATION; QUALIFICATION; POWER. Bavaria is a corporation duly organized and validly existing in good standing under the laws of Germany. Each of the Subsidiaries of Bavaria is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of domicile. The Bavaria Entities have all requisite corporate power and authority to own, lease and operate the Assets and to carry on the Business as it is now being conducted, except to the extent any failure to be so empowered or authorized does not have a Material Adverse Effect. Prior to the Closing, UBIBV and Holdings shall have delivered to Buyer and Tony Xxxxx xxxe, complete and correct copies of the Articles of Association or other organizational document (including all amendments thereto) and the By-Laws, as currently in effect, of each of the Bavaria Entities. Each of the Bavaria Entities is duly qualified or licensed and in good standing (with respect to jurisdictions that recognize such a concept) to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. The information contained in the Excerpt from the Commercial Register at the Lower Court of Dusseldorf under number HRB 37832 dated __________, 2000 in regard to Bavaria is true, correct and, with regard to the information which has to be registered, complete.
ORGANIZATION; QUALIFICATION; POWER. Client is an entity of the type referenced in in the Term Sheet, duly formed and validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement and is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a material adverse effect on its financial condition or operations. Client has the power and authority to execute, deliver, and perform its obligations under this Agreement and the other Related Agreements to which it is or may become a party.
ORGANIZATION; QUALIFICATION; POWER. Lake District is a limited liability company duly formed and validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement and is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a material adverse effect on its financial condition or operations. Lake District has the requisite limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and the other Loan Documents to which it is or may become a party. Borrower has no subsidiaries.
ORGANIZATION; QUALIFICATION; POWER. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Louisiana. The Seller has delivered to Buyer a true and correct copy of the governing documents of the Seller, which are in full force and effect on the date hereof. The Seller has all requisite corporate power and authority to carry on its business as presently conducted.
ORGANIZATION; QUALIFICATION; POWER. The Borrower and each of its Subsidiaries are duly organized, validly existing and are duly qualified and in good standing in each jurisdiction in which the nature of their activities or their properties owned or leased makes such qualification necessary, except for jurisdictions individually or in the aggregate where the failure to be so qualified or the failure to be in good standing could not be reasonably expected to have a Material Adverse Effect. Additionally, Borrower and each of its Subsidiaries have all requisite power, authority and legal right to conduct their respective businesses and to execute, deliver and perform their respective obligations under the Loan Papers.
ORGANIZATION; QUALIFICATION; POWER. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has the requisite power and authority and all licenses, permits and authorizations necessary to perform all necessary functions required to be performed pursuant to the Agreements.
ORGANIZATION; QUALIFICATION; POWER. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has all requisite corporate power and authority (i) to own and operate its properties and assets and to carry on its business as conducted and as presently proposed to be conducted, (ii) to execute and deliver this Agreement, (iii) to sell and issue the Notes, and (iv) to carry out and perform the provisions of this Agreement and the Notes.
