Xxxxxxx X Sample Clauses
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxx, Esq., General Counsel of the Company shall have furnished to the Initial Purchasers her written opinion, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that:
(i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; each of the Company and the Domestic Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification (other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect) and has all corporate power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged as described in the Offering Memorandum (except where the failure to have such power or authority would not have a Material Adverse Effect);
(ii) there is no pending or, to the best knowledge of counsel, threatened action or suit or judicial, arbitral or other administrative or other proceeding to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject that, singly or in the aggregate, if determined adversely to the Company or any Subsidiary is reasonably likely to have a Material Adverse Effect or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, the Registration Rights Agreement, the Merger Agreement or the Indenture; and
(iii) neither the Company nor any Domestic Subsidiary is in violation of any terms or provisions of (A) any license, permit, judgment, decree or order or (B) any statute, rule or regulation, in each case pertaining to matters other than child care licensing rules and regulations, which violation in any case referred to in (A) or (B) above is reasonably likely to have a Material Adverse Effect. Such counsel shall also confirm that there are no material Federal rules dealing with child care licensing matters, and that she has advised the Company regarding state and local child care licensing rules and regulations while serving as counsel to the Company. Such counsel shall also state that, insofar as is known to her, based solely upon such experience and subject to the qualifications and limitations set fort...
Xxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx
Xxxxxxx X. X.; XxXxxxxxxx, X. X.;
Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxx X. Xxxxx, Xx. Xxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxxxxxx / Mayor to act as the Chief Executive Officer
Xxxxxxx X. Xxxxxxxx --------------------------------------------
Xxxxxxx X. Xxxxxxxxxxxx, President
Xxxxxxx X. Xxxxx and VALIC are approved to receive contributions to the 403(b) matching plan. VALIC will become the exclusive recipient of the School Corporation’s matching 401(a) contribution beginning with the 2010-2011 school contract year. This change of carrier will not impact funds already invested with Xxxxxxx X. Xxxxx unless the individual teacher makes the decision to move his/her individual account to VALIC. There is no requirement that the teacher move any funds currently invested with Xxxxxxx X. Xxxxx to the VALIC Account.