Common use of Existence, Power and Qualification Clause in Contracts

Existence, Power and Qualification. Each of Total and its Subsidiaries (i) is a corporation or legal entity duly organized, validly existing and in good standing (to the extent the concept of good standing exists in the applicable jurisdiction) under the Laws of the jurisdiction of its incorporation and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its businesses as now conducted and proposed by Total to be conducted, except when the failure to be duly organized, validly existing and in good standing or to have such power and authority has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Total. Each of Total and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Total.

Appears in 2 contracts

Samples: Merger Agreement (Harris Interactive Inc), Merger Agreement (Total Research Corp)

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Existence, Power and Qualification. Each of Total Xxxxxx and its Subsidiaries (i) is a corporation or legal entity duly organized, validly existing and in good standing (to the extent the concept of good standing exists in the applicable jurisdiction) under the Laws of the jurisdiction of its incorporation and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its businesses as now conducted and proposed by Total Xxxxxx to be conducted, except when the failure to be duly organized, validly existing and in good standing or to have such power and authority has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TotalXxxxxx. Each of Total Xxxxxx and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TotalXxxxxx.

Appears in 1 contract

Samples: Merger Agreement (Harris Interactive Inc)

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Existence, Power and Qualification. Each of Total Harris and its Subsidiaries (i) is a corporation or legal entity duly xxxx organized, validly existing and in good standing (to the extent the concept of good standing exists in the applicable jurisdiction) under the Laws of the jurisdiction of its incorporation and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its businesses as now conducted and proposed by Total Harris to be conducted, except when the failure to be duly organizedorganizex, validly xxlidly existing and in good standing or to have such power and authority has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TotalHarris. Each of Total Harris and its Subsidiaries is duly qualified or licensed lxxxxxxd and in good standing gxxx xxanding to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TotalHarris.

Appears in 1 contract

Samples: Merger Agreement (Total Research Corp)

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