Common use of Organization and Good Standing; Organizational Documents Clause in Contracts

Organization and Good Standing; Organizational Documents. (a) XXX is an Ohio domiciled mutual insurance company and each of SAM’S Subsidiaries is a corporation or other legal entity, in each case, (i) duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its jurisdiction of incorporation or organization, except in the case of each Subsidiary of XXX that is not a XXX Insurance Company where any failure to be so organized, existing or in good standing would not, individually or in the aggregate, have a XXX Material Adverse Effect, (ii) with full power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, except where any failure to have such power or authority would not, individually or in the aggregate, have a XXX Material Adverse Effect, and (iii) duly qualified or licensed to do business as a foreign corporation or entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a XXX Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Combination (State Auto Financial CORP), Agreement and Plan of Merger and Combination, Agreement and Plan of Merger and Combination

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Organization and Good Standing; Organizational Documents. (a) XXX STFC is an Ohio domiciled mutual insurance company corporation and each of SAM’S STFC’s Subsidiaries is a corporation or other legal entity, in each case, (i) duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its jurisdiction of incorporation or organization, except in the case of each Subsidiary of XXX STFC that is not a XXX STFC Insurance Company where any failure to be so organized, existing or in good standing would not, individually or in the aggregate, have a XXX STFC Material Adverse Effect, (ii) with full corporate or similar power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, except where any failure to have such power or authority would not, individually or in the aggregate, have a XXX STFC Material Adverse Effect, and (iii) duly qualified or licensed to do business as a foreign corporation or entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a XXX STFC Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Combination (State Auto Financial CORP), Agreement and Plan of Merger and Combination, Agreement and Plan of Merger and Combination

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