Organization xxx Xxxxxing of Shepard's Sample Clauses

Organization xxx Xxxxxing of Shepard's. Shepard's is a corporation duly organized and vxx- xxxx xxxsting under the laws of the State of Delaware. Shepard's has all requisite corporate power and authority axx, to the Knowledge of McGraw-Hill, possesses all governmental franchises, xxxxxxxx, permits, authorizations and approvals necessary to enable it to carry on its business as presently conducted other than such franchises, licenses, permits, autho- rizations and approvals the lack of which would not have a ma- terial adverse effect on the business, financial condition or results of operations of Shepard's. Shepard's is duly quali- fied and in gxxx xxxxxing xx xx xxsiness in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification neces- sary, except such jurisdictions where the failure be so quali- fied or in good standing would not have a material adverse ef- fect on the business, financial condition or results of opera- tions of Shepard's. McGraw-Hill has made available to Times Xxxxxx trux xxx xxxxxete copies of (i) the Certificate of In- corporation and the Bylaws, as in effect on the date of this Agreement, of Shepard's and (ii) the stock certificates and tranxxxx xxxxrds and the minute book of Shepard's.