Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conductedpresently conducted by it and is qualified in each other jurisdiction in which qualification is required for it to own, lease and operate its properties and carry on its business as presently conducted by it, except to the extent that failure to so qualify would not have a material adverse effect on the financial condition, business or operations of Buyer.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conductedpresently conducted by it.

Organization, Standing and Power. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conducted. Buyer is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents, and to own, lease, and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the State of Delaware and Delaware, has all the requisite corporate power and authority to own, lease, lease and operate its properties and assets and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate limited liability company power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation limited liability company duly organized, and validly existing, and in good standing existing under the laws of the State of Delaware and has all requisite corporate power powers and authority to own, lease, lease and operate its properties the Properties and to carry on its business as is now being conductedconducted in the jurisdictions where the nature of its properties or business so requires such qualification.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conductedconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation duly organized, organized and validly existing, existing and is in good standing under the laws of the State Commonwealth of Delaware Pennsylvania and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business in all material respects as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite corporate power and authority to own, lease, lease and operate its properties and properties, to carry on its business as now being conductedconducted and to execute, deliver and perform this Agreement and all writings relating hereto.

Organization, Standing and Power. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority (corporate and other) to own, lease, lease and operate its properties and properties, to carry on its business as now being conductedconducted and to enter into this Agreement and consummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own, lease, lease and operate its their respective properties and to carry on its business their respective businesses as now being conductedpresently conducted by them.

Organization, Standing and Power. Buyer is a Delaware corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted. At Closing, Buyer will be duly qualified to carry on its business and in good standing in the State of Alaska.

Organization, Standing and Power. Buyer is a corporation limited partnership duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power powers and authority to own, lease, lease and operate its properties the Properties and to carry on its business as is now being conductedconducted in the jurisdictions where the nature of its properties or business so requires such qualification.

Organization, Standing and Power. Buyer is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws Law of the State of Delaware and Delaware. Buyer has all requisite corporate limited liability company power and authority to own, lease, lease and operate its properties and properties, to carry on its business as now being conductedconducted and to execute, deliver and perform this Agreement and all writings relating hereto.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own, lease, lease and operate its properties and to carry on the Business as presently conducted by it and is qualified in each other jurisdiction in which qualification is required for it to own, lease and operate its properties and carry on the Business as presently conducted by it, except to the extent that failure to so qualify would not have a material adverse effect on the financial condition, business as now being conductedor operations of Buyer.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conductedconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of Buyer, to consummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is (i) a corporation duly organized, validly existing, and in good standing under the laws Laws of the State of Delaware Delaware, and has all requisite the corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conductedconducted and to own, lease and operate its material Assets, and (ii) is duly qualified or licensed to transact business as a foreign corporation in good standing in the states of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware, has all the requisite corporate power and authority to conduct its business as currently conducted and as contemplated by this Agreement, and to own, lease, operate or hold the Acquired Assets. Buyer is duly qualified or registered and operate its in good standing in Delaware, which state is the only state in which the character of the properties and to carry on its business as now being conductedowned or leased by Buyer makes such qualification necessary.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conductedconducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would prevent, hinder or materially delay the consummation of transactions contemplated by this Agreement.

Organization, Standing and Power. Buyer is a corporation limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties property and to carry on its business as is now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite the corporate power and authority to own, lease, lease and operate its properties and to carry on its business as the same is now being conducted. Buyer is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement and the Related Agreements.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted. Buyer is the ultimate parent of Assignor, Capstar, the entities acquired in the Benchmark Acquisition and directly or indirectly holds all of the issued and outstanding capital stock of each entity set forth on Schedule 3.4(a) to the Purchase Agreement.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conductedconducted and is qualified or will be qualified prior to Closing to do business in the State of Alabama.

Organization, Standing and Power. Buyer is a corporation duly organized, -------------------------------- validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conductedconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on Buyer and its subsidiaries, taken as a whole.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, is qualified to do business in the State of Colorado as a foreign corporation, and has all requisite corporate the necessary power and authority to own, lease, and operate its properties and to carry on its business as it is now being conducted.

Organization, Standing and Power. Buyer is a corporation duly -------------------------------- organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conductedconducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to ownDelaware, lease, and operate its properties and to carry on its business as now being conducted.with full

Organization, Standing and Power. Buyer is a corporation duly organized, --------------------------------- organized and validly existing, and in good standing existing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite necessary corporate power and authority to ownexecute and deliver this Agreement, lease, and operate its properties to comply with the provisions hereof and to carry on its business as now being conductedconsummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation limited liability company duly organizedformed, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate limited liability company power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own, lease, lease and operate its properties and to carry on its the business as now being conducted.presently conducted by it in each jurisdiction where it carries on business and is qualified in each other jurisdiction in which qualification is required for it to own, lease and operate its properties and carry on the business as presently conducted by it, except to the extent that failure to so qualify

Organization, Standing and Power. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State Laws of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and assets and to carry on its business as now being conducted.business

Organization, Standing and Power. Buyer is a corporation company duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conductedDelaware.

Organization, Standing and Power. Buyer is a corporation duly -------------------------------- organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conductedconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.business

Organization, Standing and Power. Buyer is a corporation limited liability company duly organizedformed, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate full limited liability company power and authority necessary to enable it to own, lease, and operate lease or otherwise hold its properties and assets and to carry on its business as now being presently conducted.

Organization, Standing and Power. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Buyer has all requisite the full corporate power and authority to own, lease, own and operate its properties properties, and the Buyer has the full corporate power and authority to carry on execute and deliver, and perform its business as now being conductedobligations under, this Agreement and each of the other Transaction Documents to which the Buyer is (or is to be) a party.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite full corporate power and authority to own(i) execute, leasedeliver and perform this Agreement and all Related Agreements to which Buyer is a party, and operate its properties (ii) consummate the transactions contemplated by this Agreement and the Related Agreements to carry on its business as now being conductedwhich Buyer is a party.

Organization, Standing and Power. Buyer is a corporation duly organizedcorporation, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to ownenter into this Agreement, lease, and operate to perform its properties obligations hereunder and to carry on its business as now being conductedconsummate the transactions contemplated hereby.

Organization, Standing and Power. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conductedDelaware.

Organization, Standing and Power. Buyer is a corporation limited liability company duly organizedformed, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate full company power and authority necessary to enable it to own, lease, and operate lease or otherwise hold its properties and assets and to carry on its business as now being presently conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite corporate power and authority to own, lease, lease and operate its properties and properties, to carry on its business as now being conductedconducted and to execute, deliver and perform this Agreement and all instruments and documents relating hereto.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted. Buyer has all requisite corporate power and authority to enter into this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite corporate power and authority to own, lease, and operate its properties and properties, to carry on its business as now being conducted, and to execute, deliver, and perform each Buyer Transaction Document.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the State of Delaware Delaware, and has all requisite the corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conductedconducted and to own, lease and operate its material Assets. Buyer is duly qualified or licensed to transact business as a foreign corporation in good standing in the states of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted. At Closing, Buyer will be duly qualified to carry on its business and in good standing in the State of Alaska.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite corporate power and authority to own, lease, lease and operate its properties and properties, to carry on its business as now being conductedconducted and to execute, deliver and perform this Agreement and all writings relating hereto.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conductedpresently conducted by it. Buyer is qualified to do business in the State of Georgia.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conductedDelaware.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conductedconducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Acquisition or the other transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which a failure to so qualify would have a material adverse effect on the Business Condition of Buyer.

Organization, Standing and Power. The Buyer is a corporation duly organized, organized and validly existing, existing and in good standing under the laws of the State of Delaware Connecticut and the Buyer has all requisite corporate power and authority to own, leaseexecute and deliver, and operate to perform all of its properties obligations under this Agreement and to carry on its business as now being conductedthe Related Documents.

Organization, Standing and Power. Buyer is a corporation duly organizedformed, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly -------------------------------- organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite the corporate power and authority to own, lease, and operate own its properties and to carry on its business as now being conductedconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby or a material adverse effect on the business of Buyer. Buyer is not in violation of any provision of its Certificate of Incorporation or bylaws.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite corporate power and authority to own, lease, lease and operate its properties and properties, to carry on its business as now being conductedconducted and to execute, deliver and perform this Agreement and all writings relating hereto and to perform its obligations hereunder and thereunder.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power powers and authority to own, lease, lease and operate its properties the Properties and to carry on its business as is now being conductedconducted in the jurisdictions where the nature of its properties or business so requires such qualification.

Organization, Standing and Power. Buyer is a corporation limited partnership duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate partnership power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly duty organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite corporate the full power and authority to own, lease, enter into this Agreement and operate its properties and perform all acts necessary or appropriate to carry on its business as now being conductedconsummate the transactions contemplated hereby.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State state of Delaware and Delaware, has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which a failure so to qualify would have a Material Adverse Effect on the Business Condition of Buyer.

Organization, Standing and Power. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conductedconducted and to effect the transactions contemplated hereunder.