Organization. [[Organization C:Organization]] shall not # cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in [Section 10(h) or (ii)])] change its jurisdiction of organization, unless it shall have provided [[Organization B:Organization]] thirty (30) days’ prior written notice of such change and shall have first taken all action required by [[Organization B:Organization]] for the purpose of perfecting or protecting the lien and security interest of [[Organization B:Organization]] established hereunder.

Organization. ​ has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. If ​ is not organized in the State in which the Land is located, ​ is duly qualified to do business in such jurisdiction, and in each other jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. The ownership interests of ​ as of the Closing Date are as set forth on the Organizational Chart attached hereto as [Schedule III], and the direct and indirect ownership interests in ​ or the Property do not include any Prohibited Entity/Ownership Structure.

Organization. Parent is an exempted limited liability company duly organized, validly existing and in good standing under the Laws of Bermuda has all requisite power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate its assets and properties in all material respects.

The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.

Organization. The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a “Subsidiary,” collectively, the “Subsidiaries”), are, and will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and the Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

Organization. Emmis is duly organized, validly existing and in good standing under the laws of Indiana, and Emmis has the requisite power and authority to execute, deliver and perform this Agreement.

Organization. Sinclair is duly organized, validly existing and in good standing under the laws of Indiana, and Sinclair has the requisite power and authority to execute, deliver and perform this Agreement.

Organization. Purchaser is a corporation duly formed and incorporated, validly existing and in good standing under the Laws of the State of Florida.

Organization. The Parties shall create an operating committee (the “Operating Committee”) and shall each appoint one (1) employee to the Operating Committee for the Term. The Operating Committee will oversee the implementation and application of this Agreement and shall at all times reasonably and in good faith attempt to resolve any dispute between the Parties. Each of the Parties shall have the right to change its Operating Committee member at any time with employees of comparable knowledge, expertise and decision-making authority.

Organization, Etc. [[Organization C:Organization]] is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. [[Organization C:Organization]] # has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect; # is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; and # has full power and authority to execute, deliver and perform its obligations under the Program Documents.