Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Station Assets are located. Seller has the requisite power and authority to execute, deliver and perform this Agreement and the Other APAs and all of the other agreements and instruments to be made by Seller hereunder and thereunder (collectively, the “Seller Ancillary Agreements”) and to consummate the transactions contemplated hereby and thereby.