Existence; Good Standing; Authority; Compliance With Law. (a) Xxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified could not have a material adverse effect on the combined business, assets, results of operations or financial condition of Xxxxxxx and the Xxxxxxx Subsidiaries taken as a whole (a "Xxxxxxx Material Adverse Effect"). Xxxxxxx has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Richmont Marketing Specialists Inc), Voting Agreement (Merkert American Corp), Agreement and Plan of Merger (Monroe James L)
Existence; Good Standing; Authority; Compliance With Law. (a) Xxxxxxx Xxxxxx is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx Xxxxxx is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified could would not have a material adverse effect on the combined business, assets, results of operations or financial condition of Xxxxxxx Xxxxxx and the Xxxxxxx Xxxxxx Subsidiaries (as defined below) taken as a whole (a "Xxxxxxx Xxxxxx Material Adverse Effect"). Xxxxxxx Xxxxxx has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Copley Properties Inc)