Common use of Subsidiary Good Standing Clause in Contracts

Subsidiary Good Standing. Each subsidiary of the Company has been duly incorporated or otherwise organized and is an existing corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and the Final Prospectus (or as presently conducted, if not so described therein); and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole; all of the issued and outstanding capital stock or other ownership interest of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or other ownership interest of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, other than those arising under the Company’s bank line of credit;

Appears in 8 contracts

Samples: Lock Up Agreement (Pioneer Natural Resources Co), Underwriting Agreement (Pioneer Natural Resources Co), Lock Up Agreement (Pioneer Natural Resources Co)

AutoNDA by SimpleDocs

Subsidiary Good Standing. Each subsidiary of the Company has been duly incorporated or otherwise organized and is an existing corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate and other) to own own, lease and operate its properties and to conduct its business in all material respects as described in the Disclosure Package and the Final Prospectus (or as presently conducted, if not so described therein); and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that where the failure to be so qualified or be in good standing would not not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a wholeMaterial Adverse Effect; all of the issued and outstanding shares of capital stock or other ownership interest of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or other ownership interest of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liensexcept as described in the Disclosure Package and the Final Prospectus, encumbrances and defectsare owned, directly or indirectly, by the Company, subject to no security interest, other than those arising under the Company’s bank line of credit;encumbrance or adverse claims.

Appears in 1 contract

Samples: Underwriting Agreement (Range Resources Corp)

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.