Examples of Xxxxxxx Subsidiaries in a sentence
Each Xxxxxxx Subsidiary is duly qualified to transact business as a foreign Person and is in good standing in every jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on Xxxxxxx and the Xxxxxxx Subsidiaries taken as a whole.
Except as otherwise expressly set forth in this Article V, Xxxxxxx expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the assets or properties currently or formerly used, operated, owned, leased, controlled, possessed, occupied or maintained by Xxxxxxx and the Xxxxxxx Subsidiaries.
Xxxxxxx is duly qualified to transact business as a foreign corporation and is in good standing in every jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on Xxxxxxx and the Xxxxxxx Subsidiaries taken as a whole.
All improvements located on or constituting part of the Real Property and their use and operation by Xxxxxxx and the Xxxxxxx Subsidiaries are in compliance in all material respects with all applicable laws, ordinances, regulations, licenses, permits and authorizations, except as set forth in Section 5.4 of the Xxxxxxx Disclosure Letter.
No claim for unpaid income taxes or for other unpaid material Taxes has become a lien or encumbrance of any kind against any material asset of Xxxxxxx or any of the Xxxxxxx Subsidiaries except for statutory liens for such Taxes that are not yet due.
Neither Xxxxxxx nor any of the Xxxxxxx Subsidiaries is in default under any material provision of any such said lease, nor has any event occurred which, with notice or the passage of time, or both, would give rise to such a default.
There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Xxxxxxx or the Xxxxxxx Subsidiaries are a party to or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Xxxxxxx Subsidiary.
The Xxxxxxx Subsidiaries are corporations duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its respective incorporation.
Neither Xxxxxxx nor any of the Xxxxxxx Subsidiaries has entered into a closing agreement pursuant to Section 7121 of the Code after December 31, 1990.
Neither Xxxxxxx nor any of the Xxxxxxx Subsidiaries has requested or received an extension of time with respect to any date on which a tax return was or is to be filed by Xxxxxxx or any of the Xxxxxxx Subsidiaries and there is no extension, waiver or agreement for the extension of time for the assessment or payment of any Taxes owed (or alleged to be owed) by Xxxxxxx or any of the Xxxxxxx Subsidiaries.