Good Standing and Corporate Power. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California, and is qualified to transact business as a foreign corporation in good standing in each other jurisdiction where the failure to be so qualified would have a material adverse effect on it, its assets or properties, or the conduct of its business. The Borrower has the right, power and authority to own its properties and assets and to transact the business in which it is engaged and proposes to engage.
Good Standing and Corporate Power. Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
Good Standing and Corporate Power. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Each of Parent and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under the Notes and to consummate the transactions contemplated thereby.
Good Standing and Corporate Power. Purchaser is validly existing and in good standing as a corporation under the laws of the State of Delaware and has all necessary corporate power to execute and deliver this Agreement and to perform its obligations under the Transaction Agreements to which it is a party and to consummate the Contemplated Transactions.
Good Standing and Corporate Power. The Company is validly existing and in good standing as a corporation under the laws of the State of Nevada, and has all necessary corporate power to perform its obligations under this Agreement.
Good Standing and Corporate Power. Each of Parent and Acquisition Sub is validly existing and in good standing as a corporation under the laws of the jurisdiction of its incorporation, and has all necessary corporate power to execute and deliver this Agreement and to perform its obligations under the Transaction Agreements and to consummate the transactions contemplated thereby.
Good Standing and Corporate Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Arkansas, and has the full corporate power and authority (a) to enter into this Agreement and (b) to perform its obligations hereunder.
Good Standing and Corporate Power. Purchaser is validly existing and in good standing as a limited liability company under the laws of the State of Utah, and has all necessary corporate power to perform its obligations under this Agreement. Purchaser's financial resources are sufficient to enable it to purchase the Shares.
Good Standing and Corporate Power. Seller is a federal savings bank duly organized, validly existing and in good standing under the laws of the United States, the deposits of which are insured by the Savings Association Insurance Fund (the "SAIF") of the FDIC (except as otherwise disclosed to Buyer), and has the requisite corporate power and authority to carry on its business as the same is being conducted at the Branches and to execute and deliver this Agreement, and to carry out all the transactions contemplated hereby. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and any related regulations.
Good Standing and Corporate Power. Buyer is a New Jersey corporation duly organized, validly existing and in good standing under the laws of New Jersey, the deposits of which are insured by the SAIF and BIF Insurance Fund of the FDIC, and has the requisite corporate power and authority to execute, deliver and perform this Agreement and all transactions contemplated hereby.
