Corporation Organization. (a) Except as set forth in Section 4.1(a) of the LaSalle Disclosure Letter, each of LaSalle Holdings and its Subsidiaries is a company duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its organization. Each of LaSalle Holdings and its Subsidiaries (i) is qualified, licensed or domesticated as a foreign company in all jurisdictions where such qualification, license or domestication is required to own and operate its properties and conduct its business in the manner and at the places presently conducted; (ii) holds all franchises, grants, licenses, certificates, permits, consents and orders, all of which are valid and in full force and effect, from all applicable Bermuda and foreign regulatory authorities necessary to own and operate its properties and to conduct its business in the manner and at the places presently conducted; and (iii) has full power and authority (corporate and other) to own, lease and operate its respective properties and assets and to carry on its business as presently conducted and as proposed to be conducted, except where the failure to be so qualified, licensed or domesticated or to hold such franchises, grants, licenses, certificates, permits, consents and orders or to have such power and authority would not, when taken together with all other such failures, reasonably be expected to have a Material Adverse Effect on LaSalle Holdings. LaSalle Holdings has furnished to Trenwick complete and correct copies of its memorandum of association and bye-laws as in effect on the date hereof. Such memorandum of association and bye-laws are in full force and effect and no other constitutional documents are applicable to or binding upon LaSalle Holdings.
(b) LaSalle Holdings conducts its reinsurance operations through the Subsidiaries set forth in Section 4.1(b) of the LaSalle Disclosure Letter (collectively, the "LaSalle Reinsurance Subsidiaries"). Each of the LaSalle Reinsurance Subsidiaries is (i) duly licensed or authorized as a reinsurer in its jurisdiction of organization or duly licensed to operate in the reinsurance business (as applicable) in its jurisdiction of organization, (ii) duly licensed or authorized as a reinsurer in each other jurisdiction where it is required to be so licensed or authorized or duly licensed to operate in the reinsurance business in each other jurisdiction where it is required to be so licensed and (iii) duly...
Corporation Organization. The Parent is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and the Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. The Parent and the Purchaser each has all requisite corporate power and authority to own its assets and carry on its business as now being conducted or proposed to be conducted. Each of the Parent and the Purchaser has delivered to the Company complete and correct copies of its Certificate of Incorporation and By-Laws as in effect on the date hereof.
Corporation Organization. The Parent is a corporation duly organized and validly existing and in good standing under the laws of the State of Ohio and the Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the State of New York. The Parent and the Purchaser each has all requisite corporate power and authority to own its assets and carry on its business as now being conducted or proposed to be conducted. Each of the Parent and the Purchaser has delivered to the Company complete and correct copies of its Certificate or Articles of Incorporation and By-Laws or Code of Regulations, as the case may be, as in effect on the date hereof.
Corporation Organization. The Parent is a corporation duly organized and validly existing and in good standing under the laws of the State of New York and the Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. The Parent and the Purchaser each has all requisite corporate power and authority to own its assets and carry on its business as now being conducted or proposed to be conducted.
Corporation Organization. 10 3.2 Capitalization.......................................... 11 3.3
Corporation Organization. (1) The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power to own, operate and lease its properties and to conduct its business as now being conducted. The Company is duly qualified or licensed to do business, and is in good standing as a foreign corporation, in each state or other jurisdiction in which it owns or leases properties or where the nature of its business or operations requires such qualification or licensing, unless the failure to do so would not have a material adverse effect on the Company's assets, business, operations or financial condition. To the knowledge of the Company, the Company has obtained all approvals, authorizations, consents, licenses, clearances and orders of, and has currently effective all registrations with, all governmental and regulatory authorities that are necessary to the conduct of its business or operations as now being conducted, except where the failure to do so would not have a material adverse effect on the Company.
(2) The only Subsidiaries of the Company are: Omni Gen Technologies, Inc., an Ohio corporation ("Omni Gen"); Keystone Recovery, Inc., an Ohio corporation ("Keystone"); LFG Specialties, Inc., an Ohio corporation ("LFG"); O.W.
Corporation Organization. The Corporation is a corporation duly incorporated and validly existing under all Applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. The Corporation does not have and has no legal obligation to maintain a Board of Directors. No act or proceeding has been taken or authorized by or against the Corporation by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of the Corporation or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Corporation and, to the knowledge of the Vendor, no such proceedings have been Threatened by any other Person. The Corporation:
(a) has, in all material respects, all Licences necessary to conduct its business substantially as now conducted; and
(b) is duly registered or otherwise authorized and qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licenced or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified is not material.
Corporation Organization. 10 3.2 Capitalization ..................................................................................... 10 3.3 Subsidiaries ....................................................................................... 11 3.4 No Commitments to Issue Capital Stock .............................................................. 11 3.5 Authorization; Execution and Delivery .............................................................. 11 3.6
Corporation Organization. 35 5.02 Authorization; No Violation.......................... 35 5.03
Corporation Organization. (a) Except as set forth in Section 3.1(a) of the Trenwick Disclosure Letter, each of Trenwick and its Subsidiaries is a company duly incorporated, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its incorporation. Each of Trenwick and its Subsidiaries (i) is qualified, licensed or domesticated as a foreign corporation in all jurisdictions where such qualification, license or domestication is required to own and operate its properties and conduct its business in the manner and at the places presently conducted; (ii) holds all franchises, grants, licenses, certificates, permits, consents and orders, all of which are valid and in full force and effect, from all applicable regulatory authorities necessary to own and operate its properties and to conduct its business in the manner and at the places presently
