Organization; Requisite Power and Authority. Company (a) is, together with each Subsidiary, validly existing and in good standing under the laws of the State of Delaware or other applicable jurisdiction of organization or formation, as the case may be, and (b) has all requisite power and authority, and is duly authorized, to enter into this Agreement and to carry out the transactions contemplated hereby.
Organization; Requisite Power and Authority. Each VNU Party (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in the preamble hereto, and (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement to which it is a party and to fulfill the obligations contemplated hereby.
Organization; Requisite Power and Authority. Donnelley (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in the preamble hereto, and (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement to which it is a party and to fulfill the obligations contemplated hereby.
Organization; Requisite Power and Authority. Manager (a) is validly existing and in good standing under the laws of the State of Texas and (b) has all requisite power and authority, and is duly authorized, to enter into this Agreement and to carry out the transactions contemplated hereby.
Organization; Requisite Power and Authority. Partnership (a) is validly existing and in good standing under the laws of the State of Delaware or other applicable jurisdiction of organization or formation, as the case may be, (b) has all requisite power and authority, and is duly authorized, to enter into this Agreement and the Related Contracts and to carry out the transactions contemplated hereby and thereby, and (c) is qualified to do business and in good standing in every jurisdiction where necessary to carry out its business and operations as required by applicable Legal Requirements.
Organization; Requisite Power and Authority. Qualification 94
Organization; Requisite Power and Authority. SOG (a) is validly existing and in good standing under the laws of the State of Delaware, and (b) has all requisite power and authority, and is duly authorized, to enter into this License Agreement and to carry out the transactions contemplated hereby.
Organization; Requisite Power and Authority. The Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out their provisions. All corporate action on Purchaser's part required for the lawful execution and delivery of this Agreement and the Related Agreements have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Agreement and the Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except:
Organization; Requisite Power and Authority. Qualification 148 Section 5.02. Equity Interests and Ownership 148 Section 5.03. Due Authorization 148 Section 5.04. No Conflict 148 Section 5.05. Governmental Consents 149 Section 5.06. Binding Obligation 149 Section 5.07. Reserved 149 Section 5.08. Financial Statements 149 Section 5.09. No Material Adverse Effect 150 Section 5.10. No Restricted Junior Payments 150 Section 5.11. Adverse Proceedings, Etc 150 Section 5.12. Payment of Taxes 150 Section 5.13. Properties 151 Section 5.14. Environmental Matters 152 Section 5.15. No Defaults 153 Section 5.16. Material Contracts 153 Section 5.17. Governmental Regulation 153 Section 5.18. Margin Stock 153 Section 5.19. Employee Matters 153 Section 5.20. Employee Benefit Plans 154 Section 5.21. [Reserved] 155 Section 5.22. Solvency 155 Section 5.23. [Reserved] 155 Section 5.24. Compliance with Statutes, Etc 155 Section 5.25. Disclosure 155 Section 5.26. Senior Indebtedness 156 Section 5.27. PATRIOT Act; Sanctioned Persons 156 Section 5.28. Use of Proceeds 156 Section 5.29. Security Documents 156 Section 5.30. Representations as to Foreign Obligors 157 ARTICLE 6
Organization; Requisite Power and Authority. Each of Borrower and its Subsidiaries (a) is duly organized and validly existing under the laws of its jurisdiction of organization as identified in Schedule 4.1, and (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.
