Organization and Compliance with Law. Each of Titan and its ------------------------------------ consolidated subsidiaries (the "Titan Subsidiaries") is a corporation or partnership duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized and has all requisite corporate or partnership power and corporate or partnership authority and all necessary governmental authorizations to own, lease and operate all of its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, existing or in good standing or to have such authority would not reasonably be expected to have a Material Adverse Effect on Titan and the Titan Subsidiaries. Except as set forth in Section 4.1(a) of the disclosure letter delivered by Titan to Union Oil and the Company the date hereof (the "Titan Disclosure Letter"), each of Titan and the Titan Subsidiaries is duly qualified as a foreign corporation or partnership to do business, and, to the extent applicable, is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be duly qualified does not and would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Titan and the Titan Subsidiaries. Each of Titan and the Titan Subsidiaries is in compliance with all applicable laws, judgments, orders, rules and regulations, domestic and foreign, except where failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on Titan and the Titan Subsidiaries, taken as a whole. Except as set forth in Section 4.1(b) of the Titan Disclosure Schedule, no action or proceedings to dissolve Titan or any Titan Subsidiary are pending. Titan has heretofore made available to Union Oil true and complete copies of (i) Titan's Certificate of Incorporation, as amended, and bylaws as in existence on the date hereof and (ii) the minutes of all meetings of the Board of Director of Titan, and committees of such Board, and the stockholders of Titan. Other than the Titan Subsidiaries, Titan does not beneficially own or control, directly or indirectly, 5% or more of any class of equity or similar securities of any person, whether incorporated or unincorporated.
Organization and Compliance with Law. Each of HMN and its direct and indirect subsidiaries (all such direct and indirect subsidiaries, including without limitation Home Federal and Sub, sometimes collectively referred to as the "HMN Subsidiaries") is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and corporate authority and all requisite governmental and other authorizations to own, lease and operate its assets and properties and to carry on its business as now being conducted, except such governmental and other authorizations (if any) where the failure to have such authorizations does not and would not, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations or business of HMN and the HMN Subsidiaries, taken as a whole. HMN and Sub are incorporated in the State of Delaware. Except as disclosed in a disclosure letter delivered by HMN to Marshalltown prior to the date hereof (the "HMN Disclosure Letter"), each of HMN, Home Federal and Sub possesses all material permits, licenses, authorizations, certificates, franchises, orders, consents or other indicia of authority required by any governmental, administrative or regulatory authority or agency and is in compliance with all applicable laws, judgments, orders, decrees, rules and regulations.
Organization and Compliance with Law. Marshalltown is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Bank is a wholly-owned subsidiary of Marshalltown. The Bank is a federal stock savings bank organized, validly subsisting and in good standing under the laws of the United States. The Bank is the only subsidiary of Marshalltown. MSL Financial Corporation ("MSL") is a corporation duly organized, validly existing and in good standing under the laws of Iowa. MSL is a wholly-owned subsidiary of the Bank. MSL is the only subsidiary of the Bank. Except for (i) common stock of the Federal Home Loan Bank of Des Moines, (ii) readily marketable securities owned by Marshalltown or the Marshalltown Subsidiaries in the ordinary course of their respective businesses, and (iii) limited partnership interests in Xxxxxxx Xxxx Limited Partnership and Southbrook Green Limited Partnership, none of Marshalltown, the Bank or MSL is a partner, investor, security holder or a party to any joint venture, partnership, corporation or other entity, or have any obligations to make capital contributions. Marshalltown, the Bank and MSL have all requisite power and authority and all requisite governmental and other authorizations to own, lease and operate their 7 respective assets and properties and to carry on their respective businesses as now being conducted. The Bank and MSL are sometimes hereinafter called the "Marshalltown Subsidiaries". Each of Marshalltown and the Marshalltown Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the financial condition, results of operations or business of Marshalltown or the Marshalltown Subsidiaries. Marshalltown is registered as a savings and loan holding company with the OTS under the SLHC Act. Except as disclosed in a disclosure letter delivered by Marshalltown to HMN prior to the date hereof (the "Marshalltown Disclosure Letter"), Marshalltown and the Marshalltown Subsidiaries each possess all material permits, licenses, authorizations, certificates, franchises, orders, consents or other indicia of authority required by any governmental, administrative or regulatory authority or agency and is in compliance with all applicable laws, ju...
Organization and Compliance with Law. Each of EVI and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and corporate authority to own, lease and operate all of its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, existing or in good standing would not have a material adverse effect on the financial condition of EVI and its subsidiaries (the "EVI Subsidiaries"), taken as a whole (an "EVI MAE"). Each of EVI and Sub is duly qualified to do business, and is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be duly qualified would not have an EVI MAE. Each of EVI and Sub is in compliance with all applicable laws, judgments, orders, rules and regulations, except where such failure would not have an EVI MAE. EVI has heretofore delivered to GulfMark true and complete copies of EVI's Certificate of Incorporation (the "EVI Certificate") and Sub's Certificate of Incorporation and their respective bylaws as in existence on the date hereof.
Organization and Compliance with Law. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and all necessary governmental authorizations to own, lease and operate all of its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, existing or in good standing or to have such authority would not reasonably be expected to have a Material Adverse Effect on Parent.
Organization and Compliance with Law. Each of RELIASTAR and its direct and indirect subsidiaries (all such direct and indirect subsidiaries, including without limitation ReliaStar Life Insurance Company, a Minnesota corporation ("RLIC") and a wholly owned subsidiary of RELIASTAR, Northern Life Insurance Company, a Washington corporation ("NLIC") and a wholly-owned subsidiary of RLIC, ReliaStar United Services Life Insurance Company, a Virginia corporation ("RUSLIC") and a wholly-owned subsidiary of RLIC, and ReliaStar Bankers Security Life Insurance Company, a New York corporation ("RBSL") and a wholly owned subsidiary of RUSLIC, are herein sometimes collectively referred to as the "RELIASTAR Subsidiaries" and RLIC, NLIC, RUSLIC and RBSL are herein sometimes referred to as the "RELIASTAR Insurance Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and corporate authority and all requisite governmental and other authorizations to own, lease and operate its assets and properties and to carry on its business as now being conducted, except such governmental and other authorizations (if any) where the failure to have such authorizations does not and would not, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations or business of RELIASTAR and the RELIASTAR Subsidiaries, taken as a whole (a "Material Adverse Effect on RELIASTAR"). RELIASTAR is incorporated in the State of Delaware. Exhibit 2.1(a) hereto sets forth the name and jurisdiction of incorporation of each of the RELIASTAR Subsidiaries. Each of RELIASTAR and the RELIASTAR Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on RELIASTAR. Each of RELIASTAR and the RELIASTAR Insurance Subsidiaries possesses all material permits, licenses, authorizations, certificates, franchises, orders, consents or other indicia of authority required by any governmental, administrative or regulatory authority or agency and is in compliance with all applicable laws, judgments, orders, decrees, rules and regulations, except where the failure to possess such permits, licenses and other authorizations...
Organization and Compliance with Law. Each of MSR and its consolidated subsidiaries (the "MSR SUBSIDIARIES") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized and has all requisite corporate power and corporate authority and all necessary governmental authorizations to own, lease and operate all of its properties and assets and to carry on its business as now being conducted, and the name of each MSR Subsidiary, and the jurisdiction in which each is chartered or organized are set forth in Section 2.1(a) of the disclosure letter delivered by MSR to Mercury as of March 10, 1997 (the "MSR DISCLOSURE LETTER"). Except as set forth in Section 2.1(a) of the MSR Disclosure Letter, each of MSR and the MSR Subsidiaries is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary.
Organization and Compliance with Law. Each of Mercury and Mercury Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized and has all requisite corporate power and corporate authority and all necessary governmental authorizations to own, lease and operate all of its properties and assets and to carry on its business as now being conducted. The jurisdiction in which Mercury and Mercury Sub are chartered or organized is set forth in Section 2.2(a) of the disclosure letter delivered by Mercury to MSR on March 17, 1997 (the "MERCURY DISCLOSURE LETTER"). Except as set forth in Section 2.2(a) of the Mercury Disclosure Letter, each of Mercury and Mercury Sub is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary.
Organization and Compliance with Law. Mercury has delivered to MSR accurate and complete copies of (i) the Articles of Incorporation (the "MERCURY SUB ARTICLES") and bylaws of Mercury Sub as currently in effect, (ii) the stock records of Mercury Sub, and (iii) the minutes of all meetings of Mercury Sub's Board of Directors, any committees of such Board, and Mercury Sub's shareholders (and all consents in lieu of such meetings). Such records, minutes, and consents accurately reflect the stock ownership of Mercury Sub and all actions taken by Mercury Sub's Board, any committees of such Board, and Mercury Sub's shareholders. Mercury Sub is not in violation of any provision of its Articles of Incorporation or Bylaws.
Organization and Compliance with Law. Pegasus is a corporation ------------------------------------ duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and corporate authority and all requisite governmental and other authorizations to own, lease and operate its assets and properties and to carry on its business as now being conducted, except such governmental and other authorizations (if any) where the failure to have such authorizations does not and would not, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations or business of Pegasus. Pegasus is duly qualified as a foreign corporation to do business and is in good standing in the State of Texas. Except as disclosed in Schedule II, Pegasus possesses all permits, licenses, authorizations, certificates, franchises, orders, consents or other indicia of authority required by any governmental, administrative or regulatory authority or agency and is in compliance with all applicable laws, judgments, orders, decrees, rules and regulations. Pegasus has heretofore delivered to Clinicor true and complete copies of the Articles of Incorporation and the By-Laws of Pegasus as in existence on the date hereof.
