Common use of Organization and Good Standing; Company Subsidiaries Clause in Contracts

Organization and Good Standing; Company Subsidiaries. (a) Each of Seller, the Companies and the Company Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, and each of the Companies and the Company Subsidiaries has all necessary corporate or similar power and authority to conduct its business as it is now being conducted and to own or use the properties or assets that it purports to own or use, and each Company and each Company Subsidiary is duly qualified to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification or good standing, except for such failures to be so organized, qualified or in good standing that, individually or in the aggregate, have not had, do not have, and would not reasonably be expected to have a Material Adverse Effect on the Companies. Schedule 3.1(a) of the Disclosure Schedule states, with respect to each Company, its jurisdiction of incorporation and organization and in the case of each Company engaged in the business of insurance, its jurisdiction of domicile and "commercial domicile", as applicable. (b) Seller has made available or delivered to Buyer a true and complete copy of each Company's and each Company Subsidiary's articles or certificate of incorporation and by-laws (or equivalent documents), each as amended to date (together with the Restated Articles of Incorporation and By-laws of Seller, collectively, the "Organizational Documents"). (c) Schedule 3.1(c) of the Disclosure Schedule sets forth a true and complete list of all Subsidiaries (as defined below) of each Company (each such Subsidiary, other than an Excluded Subsidiary (as defined in Section 5.9 hereof), hereinafter referred to individually as a "Company Subsidiary" and, collectively, as the "Company Subsidiaries") and identifies all Company Subsidiaries engaged in the issuance of insurance or annuities or otherwise engaged in the business of reinsurance, including in run-off (each hereinafter referred to individually as an "Insurance Subsidiary" and collectively as the "Insurance Subsidiaries"). For purposes of this Agreement, the term "Subsidiary" shall mean with respect to any Person, any corporation or other entity of which such Person has, directly or indirectly, ownership of securities or other interests having the power to elect a majority of such corporation's or other entity's board of directors (or similar governing body), or otherwise having the power to direct the business and policies of such corporation or other entity other than securities or interests having such power only upon the happening of a contingency that has not occurred. For purposes of this Agreement, the term "Person" shall mean any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, Governmental Entity (as defined in Section 3.4 hereof), joint venture, estate, trust, association, organization or other entity of any kind or nature.

Organization and Good Standing; Company Subsidiaries. (a) Each of Seller, the Companies and the Company Subsidiaries and each Company Subsidiary is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organizationincorporation, and each of the Companies and the Company Subsidiaries has all necessary corporate or similar with requisite power and authority to conduct its business as it is now being conducted and conducted, to own or use the properties or assets that it purports to own or use, and each to perform all of its respective obligations under all Company Applicable Contracts. Each of the Company and each the Company Subsidiary Subsidiaries (as defined below) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, except for such failures to be so organized, qualified or in good standing that, individually or in . The Company is not an "investment company" within the aggregate, have not had, do not have, and would not reasonably be expected to have a Material Adverse Effect on the Companies. Schedule 3.1(a) meaning of the Disclosure Schedule states, with respect to each Company, its jurisdiction Investment Company Act of incorporation and organization and in the case of each Company engaged in the business of insurance, its jurisdiction of domicile and "commercial domicile", as applicable1940. (b) Seller The Company has made available or delivered to Buyer the Acquiror a true true, complete and complete correct copy of each the Company's and each Company Subsidiary's memorandum of association and articles of association or certificate of incorporation and by-laws (or equivalent documents)by laws, as applicable, each as amended to date (together with the Restated Articles of Incorporation and By-laws of Seller, collectively, the "Company Organizational Documents"). The Company's Organizational Documents so delivered are in full force and effect. (c) Schedule 3.1(c) of the Company Disclosure Schedule sets forth a true true, complete and complete correct list of all Subsidiaries (as defined below) the subsidiaries of each the Company (each such Subsidiary, other than an Excluded Subsidiary (as defined in Section 5.9 hereof), hereinafter referred to individually as a "Company Subsidiary" and, collectively, and collectively as the "Company Subsidiaries") and identifies all Company Subsidiaries engaged in the issuance of insurance or annuities or otherwise engaged in the business of reinsurance, including in run-off (each hereinafter referred to individually as an "Insurance Subsidiary" and collectively as the "Insurance Subsidiaries"). For purposes Schedule 3.1(c) of this Agreementthe Company Disclosure Schedule states, the term "Subsidiary" shall mean with respect to each Company Subsidiary, its jurisdiction of incorporation or organization, authorized capital stock, outstanding and issued shares of such capital stock, the Company's ownership interest and jurisdictions in which it is qualified to do business. Schedule 3.1(c) also sets forth a true, complete and correct list of any Personother investments of the Company (whether in the form of loans, capital contributions, equity interests or otherwise) in any corporation other Person (collectively, the "Company Investments"). (d) The Company or a Company Subsidiary is and shall be on the Closing Date the sole record and beneficial owner and holder of all of the issued and outstanding shares of capital stock of each Company Subsidiary, free and clear of all Liens (except for the Bridge Loan Liens). Except as set forth in Schedule 3.1(d) of the Company Disclosure Schedule, there are no shares of capital stock or other entity securities of which such Person hasany Company Subsidiary (i) reserved for issuance or (ii) subject to preemptive rights and there are no outstanding subscriptions, directly or indirectlyoptions, ownership of warrants, calls, rights, convertible securities or other interests having the power to elect a majority of such corporation's agreements or other entity's board instruments outstanding or in effect giving any Person the right to acquire any shares of directors capital stock or other securities of any Company Subsidiary or any commitment of any character relating to the issued or unissued capital stock or other securities of any Company Subsidiary. (e) Except as set forth in Schedule 3.1(d) of the Company Disclosure Schedule, no legend or similar governing body)other reference to any purported Lien appears upon any certificate representing the shares of capital stock of any Company Subsidiary. None of the shares of capital stock of any Company Subsidiary was issued in violation of (i) the Securities Act, the securities laws of any state or any other federal, state, local, municipal, foreign, international, multinational, or otherwise having the power to direct the business and policies other constitution, law, rule, requirement, administrative ruling, order, ordinance, principle of such corporation common law, code, regulation, statute, treaty or other entity other than securities process ("Law") or interests having such power only upon the happening of a contingency that has not occurred. For purposes of this Agreement(ii) any award, the term "Person" shall mean decision, injunction, judgment, decree, settlement, order, process, ruling, subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any individualcourt, corporation (including any non-profit corporation)administrative agency, general or limited partnership, limited liability companyarbitrator, Governmental Entity (as defined in Section 3.4 hereof), joint venture, estate, trust, association, organization or other entity tribunal of any kind or naturecompetent jurisdiction ("Order").