Organizational and Standing. Emmis is a corporation duly formed, validly existing and in good standing under the laws of the State of Indiana, (ii) is or at the time of Closing will be qualified to do business in all jurisdictions where failure to do so would have a material adverse effect on its ability to complete the transactions contemplated by this Agreement and the Related Documents to which it is a party, and (iii) has all necessary power and authority to carry on its business.
Organizational and Standing. Each Buyer (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is or at the time of Closing will be qualified to do business in all jurisdictions where failure to do so would have a material adverse effect on the ability of Buyers to perform their obligations under this Agreement or the Related Documents, and (iii) has all necessary power and authority to own, operate and lease the Assets and carry on the business of the Stations.
Organizational and Standing. ECC (i) is a corporation duly formed, validly existing and in good standing under the laws of the State of Pennsylvania, (ii) is qualified to do business in all jurisdictions where failure to do so would have a material adverse effect on ECC’s ability to perform its obligations hereunder, and (iii) has all necessary power and authority to carry on its business.
Organizational and Standing. Each Buyer (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is or at the time of Closing will be qualified to do business in all jurisdictions where failure to do so would have a material adverse effect on the performance of this Agreement or any Related Documents, and (iii) has all necessary power and authority to own, operate and lease the Assets and carry on the business of the Stations. As of the Closing Date, Buyers will be qualified to do business in all jurisdictions where the failure to so qualify would have a material adverse effect on its ability to perform its obligations hereunder.
Organizational and Standing. HR (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is qualified to do business in all jurisdictions where failure to do so would have a material adverse effect on HR’s ability to perform its obligations hereunder, and (iii) has all necessary power and authority to carry on its business.
Organizational and Standing. Such Investor that is not an individual is duly formed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business as it is presently being conducted, to own and lease its properties and assets. Each Investor is duly licensed or qualified and such Investor that is not an individual is in good standing as a foreign corporation or limited liability company, as applicable, in each jurisdiction in which the ownership of its property or the character of its activities with respect to or in connection with the Stations requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a Material Adverse Effect.
Organizational and Standing. Programmer is duly formed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business as it is presently being conducted, to own and lease its properties and assets.
Organizational and Standing. Buyer (i) is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is or at the time of Closing will be qualified to do business in all jurisdictions where failure to do so would have a material adverse effect on the Business after Closing, and (iii) has all necessary power and authority to own, operate and lease the Assets and carry on the Business.
