Common use of Corporate Organization and Qualification Clause in Contracts

Corporate Organization and Qualification. (a) Each of Parent and each subsidiary of Parent (including Newco) (collectively, the "Parent Subsidiaries") is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is not reasonably likely to have a Parent Material Adverse Effect (as defined in Section 9.10). Each of Parent and each of the Parent Subsidiaries has all requisite corporate power and authority and all necessary governmental Consents to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority is not reasonably likely to have a Parent Material Adverse Effect. Parent has heretofore made available to the Company complete and correct copies of the Certificate of Incorporation or Articles of Organization or Incorporation, as the case may be, and By-Laws of it and each Parent Subsidiary as in effect as of the date hereof. (b) Parent conducts its insurance operations through Provident Life and Accident Insurance Company, Provident National Assurance Company and Provident Life and Casualty Insurance Company (collectively, the "Parent Insurance Subsidiaries"). Except as disclosed in Section 5.1(b) of the disclosure schedule being delivered to the Company by Parent with this Agreement (as amended and restated as of November 5, 1996, the "Parent Disclosure Schedule"), each of the Parent Insurance Subsidiaries is (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Parent SAP Statements (as hereinafter defined), except, in any such case, where the failure to be so licensed or authorized is not reasonably likely to result in a Parent Material Adverse Effect. (c) Except for the Parent Subsidiaries and as set forth in the Parent 1995 SAP Statements (as defined in Section 5.7) or in Section 5.1(c) of the Parent Disclosure Schedule, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity that directly or indirectly conducts any activity which is material to Parent.

Corporate Organization and Qualification. (a) Each of Parent the Company and each subsidiary of Parent (including Newco) the Company (collectively, the "Parent Company Subsidiaries") is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is not reasonably likely to have a Parent Company Material Adverse Effect (as defined in Section 9.10). Each of Parent the Company and each of the Parent Company Subsidiaries has all requisite corporate power and authority and all necessary governmental Consents (as defined in Section 9.10) to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority is not reasonably likely to have a Parent Company Material Adverse Effect. Parent The Company has heretofore made available to the Company Parent complete and correct copies of the Certificate of Incorporation or Articles of Organization or Articles of or Certificate of Incorporation, as the case may be, and By-By- Laws of it and each Parent Company Subsidiary as in effect as of the date hereof. (b) Parent The Company conducts its insurance operations through Provident The Xxxx Xxxxxx Life and Accident Insurance Company, Provident National Assurance The Xxxx Xxxxxx Protective Life Insurance Company and Provident Life and Casualty The Xxxx Xxxxxx Variable Annuity Insurance Company (collectively, the "Parent Company Insurance Subsidiaries"). Except as disclosed in Section 5.1(b4.1(b) of the disclosure schedule being delivered to Parent by the Company by Parent with this Agreement (as amended and restated as of November 5, 1996, the "Parent Company Disclosure Schedule"), each of the Parent Company Insurance Subsidiaries is (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Parent Company SAP Statements (as hereinafter defined), except, in any such case, where the failure to be so licensed or authorized is not reasonably likely to result in a Parent Company Material Adverse Effect. (c) Except for the Parent Company Subsidiaries and as set forth in the Parent Company 1995 SAP Statements (as defined in Section 5.74.6) or in Section 5.1(c4.1(c) of the Parent Company Disclosure Schedule, Parent the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity that directly or indirectly conducts any activity which is material to Parentthe Company.

Corporate Organization and Qualification. (a) Each of Parent and each subsidiary of Parent (including Newco) (collectively, the "Parent Subsidiaries") The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction the State of incorporation Delaware and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conductedconducted by it, by it require such qualification, except where the failure to so qualify or be in good standing is would not reasonably likely be expected to have a Parent Material Adverse Effect (as defined in Section 9.10)Effect. Each of Parent and each of The Company has the Parent Subsidiaries has all requisite corporate power and authority and all necessary governmental Consents to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where . The Company has no Subsidiaries other than those listed on the failure to have such power and authority is not reasonably likely to have a Parent Material Adverse Effect. Parent has heretofore made available to the Company complete and correct copies of the Certificate of Incorporation or Articles of Organization or Incorporation, as the case may be, and By-Laws of it and each Parent Subsidiary as in effect as of the date hereof. Disclosure Schedule (b) Parent conducts its insurance operations through Provident Life and Accident Insurance Company, Provident National Assurance Company and Provident Life and Casualty Insurance Company (collectively, the "Parent Insurance Company Subsidiaries"). Except as disclosed in Section 5.1(bThe Disclosure Schedule sets forth the type of each Company Subsidiary listed thereon, the jurisdiction of incorporation or organization of each such Company Subsidiary, the percentage of the Company's ownership of the outstanding voting stock (or other ownership interests) of each such Company Subsidiary, and with respect to each such Company Subsidiary that is a corporation, the disclosure schedule being delivered authorized, issued and outstanding capital stock of each such Company Subsidiary. The Company does not own, directly or indirectly, and has not agreed to make any investment in, any voting stock or equity securities of any corporation, partnership, limited liability company, or other organization, whether incorporated or unincorporated, other than the Company by Parent with this Agreement (as amended and restated as of November 5, 1996, the "Parent Disclosure Schedule"), each of the Parent Insurance Subsidiaries is Subsidiaries. Each Company Subsidiary (i) is duly licensed organized or authorized as an insurance company in formed and validly existing under the laws of its jurisdiction of incorporationorganization or formation, (ii) is duly licensed qualified to do business and in good standing in all jurisdictions (whether federal, state, local or authorized as an insurance company in each other jurisdiction foreign) where its ownership or leasing of property or the conduct of its business requires it is required to be so licensed or authorizedqualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on the Company, and (iii) duly authorized in has all requisite corporate power and authority to own or lease its jurisdiction properties and assets and to carry on its business as now conducted. The Company has delivered to the Agent true and complete copies of incorporation the Restated Certificate of Incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Parent SAP Statements (as hereinafter defined), except, in any such case, where the failure to be so licensed or authorized is not reasonably likely to result in a Parent Material Adverse Effect. (c) Amended and Restated Bylaws. Except for the Parent Subsidiaries and as set forth in the Parent 1995 SAP Statements (as defined in Section 5.7) or in Section 5.1(c) of the Parent Disclosure Schedule, Parent does not directly the minute books of the Company and of each of the Company Subsidiaries accurately reflect in all material respects all corporate meetings held or indirectly own any equity or similar interest inactions taken since July 28, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in1994 by the stockholders and Board of Directors of the Company and each Company Subsidiary, any corporation, partnership, joint venture or other business association or entity that directly or indirectly conducts any activity which is material to Parentrespectively (including committees of the Board of Directors of the Company and the Company Subsidiaries).