Organization, Standing and Foreign Qualification. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to carry on its business and to own, lease and operate its assets.
Organization, Standing and Foreign Qualification. III.1.1. Each of the Acquired Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdiction of its incorporation as set forth in Exhibit 3.1 and has the requisite corporate power and authority to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets that it now owns or leases.
III.1.2. Each of the Acquired Company and the Subsidiaries is duly qualified and/or licensed to transact business and in good standing as a foreign corporation in the jurisdictions listed in Exhibit 3.1 hereto, and the character of the property owned or leased by the Acquired Company and the Subsidiaries and the nature of the business conducted by them do not require such qualification and/or licensing in any other jurisdiction where the failure to so qualify would have a Material Adverse Effect upon the Acquired Company.
Organization, Standing and Foreign Qualification. Seller and each of the Company Entities is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as set forth in SCHEDULE 3.1. SCHEDULE 3.1 sets forth a list of all Subsidiaries of the Acquired Company and their respective jurisdictions of organization and identifies the Acquired Company's direct or indirect percentage ownership interest therein. Each of the Company Entities has all corporate, partnership or other similar powers required to carry on its business as now conducted, except for such matters as would not have a Material Adverse Effect. Seller and each of the Company Entities is duly qualified and licensed to do business as a foreign corporation or other foreign legal entity and are in good standing in each jurisdiction where such qualification and/or licensing is necessary, except where the failure to be so qualified or licensed would not have a Material Adverse Effect. Complete and correct copies of each Company Entity's articles or certificate of incorporation and bylaws or other applicable governing instruments, all as amended to date, and of the stock ledgers of each Company Entity have been delivered to Purchaser.
Organization, Standing and Foreign Qualification. 3.1.1 The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has the full power and authority (corporate and otherwise) to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets which it now owns or leases.
3.1.2 The Corporation is not qualified and/or licensed to transact business as a foreign corporation in any jurisdiction and the character of the property owned or leased by the Corporation and the nature of the business conducted by it do not require such qualification and/or licensing in any jurisdiction other than Minnesota, where the failure to be so qualified and/or licensed would have an adverse effect on the financial condition or operations of the Corporation.
Organization, Standing and Foreign Qualification. Seller entities are duly formed, validly existing, and in good standing under the laws of the State of Delaware with the power and authority to carry on the business of the Stations and to own, lease and operate the Assets, and are qualified to do business as a foreign limited liability company in each jurisdiction where such qualification is necessary.
Organization, Standing and Foreign Qualification. Each of the Acquired Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdiction of its incorporation as set forth in EXHIBIT 3.1 and has the requisite corporate power and authority to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets that it now owns or leases.
Organization, Standing and Foreign Qualification. Each Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate the assets which it now owns, leases and operates. Each Seller is duly qualified or licensed to transact business as a foreign corporation in any other jurisdiction in which the character of the assets owned, leased or operated by it and the nature of its business requires such qualification and/or licensing.
Organization, Standing and Foreign Qualification. The Acquired Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Mississippi and has the full power and authority (corporate and otherwise) to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets which it now owns or leases. The Acquired Company is now, and will be at the Closing, duly qualified and/or licensed to transact business, and in good standing as a foreign corporation in the jurisdictions listed in Exhibit 3.1 hereto, and the character of the property owned or leased by the Acquired Company and the nature of the business conducted by it do not require such qualification and/or licensing in any other jurisdictions.
Organization, Standing and Foreign Qualification. 3.1.1 The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation as set forth in Schedule 3.1.1 of the Disclosure Letter and has full corporate power and authority to carry on its business as it is now being conducted and to own and lease the properties and assets which it now owns or leases.
3.1.2 The Company and each of its Subsidiaries is now, and will be at Closing, duly qualified and/or licensed to transact business and in good standing as a foreign corporation in the jurisdictions listed in Schedule 3.1.2 of the Disclosure Letter, and the character of the property owned or leased by the Company and each of its Subsidiaries and the nature of the business conducted by them do not require such qualification and/or licensing in any other
3.1.3 Except as disclosed in Schedule 3.1.2 of the Disclosure Letter, the Company does not have any Subsidiaries.
Organization, Standing and Foreign Qualification. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, with the power and authority to carry on its business and to own, lease and operate its assets. Prior to the Closing, the Purchaser has not conducted any operations nor incurred or accrued any Liabilities.
