Jxx.XX Group definition
Examples of Jxx.XX Group in a sentence
Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Jxx.XX Group or the SpinCo Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Jxx.XX Group or the SpinCo Group or any of their respective Affiliates.
Jxx.XX and each member of the Jxx.XX Group has all requisite entity power and authority to own, lease and operate its properties and assets in the manner in which such assets and properties are now owned, leased and operated and to conduct its business as it is now being conducted.
Without limiting the foregoing, Jxx.XX, at its sole cost and expense and at the reasonable request of SpinCo, will take such other actions as may be reasonably necessary to vest in SpinCo such title and such rights as possessed by any member of the Jxx.XX Group to the SpinCo Assets under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.
No Consent of, with or to any Governmental Entity is required to be obtained or made by any member of the Jxx.XX Group in connection with the execution or delivery by Jxx.XX of this Agreement or the Ancillary Agreements to which it is or will be a party or the consummation by Jxx.XX of the Transactions.
Each member of the Jxx.XX Group is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be so licensed or qualified or in good standing (or equivalent status as applicable), except as would not, individually or in the aggregate, have a Jxx.XX Material Adverse Effect.
Unless the context requires otherwise, references in this Agreement to “Jxx.XX” shall also be deemed to refer to the applicable member of the Jxx.XX Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Jxx.XX shall be deemed to require Jxx.XX to cause the applicable members of the Jxx.XX Group to take, or refrain from taking, any such action.
Each member of the Jxx.XX Group has been duly incorporated or organized and is validly existing and in good standing under the Laws of its jurisdiction of organization or incorporation, as applicable.