Common use of Organization and Qualifications; Subsidiaries Clause in Contracts

Organization and Qualifications; Subsidiaries. Each of DOCP, each DOCP subsidiary and each other person in which DOCP has an investment of greater than $1,000,000 (each, a "DOCP Subsidiary") is a corporation, partnership or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a material adverse effect on the business, results of operations, financial condition, assets, properties or prospects of DOCP and the DOCP Subsidiaries, taken as a whole, or otherwise delay in any material respect or prevent consummation of the Offer or the Merger or otherwise prevent DOCP from performing its obligations under this Agreement in any material respect (any such event, a "DOCP Material Adverse Effect"). DOCP and each DOCP Subsidiary is duly qualified or licensed as a foreign corporation to transact business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to, individually or in the aggregate, have a DOCP Material Adverse Effect. Section 3.1 of the written disclosure schedule previously delivered by DOCP to Buyer (the "DOCP Disclosure Schedule") sets forth a complete and correct list of all DOCP Subsidiaries. Except for the capital stock of the DOCP Subsidiaries, DOCP does not beneficially or of record own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity.

Organization and Qualifications; Subsidiaries. Each of DOCP, each DOCP subsidiary (a) The Company and each other person in which DOCP has an investment of greater than $1,000,000 its Subsidiaries (each, each a "DOCP “Company Subsidiary"”) is a corporation, partnership corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization (in such jurisdictions where the concept exists) and has all requisite corporate or organizational, as the requisite case may be, power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing qualified or in good standing or to have such power, authority and governmental approvals would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the business, results of operations, financial condition, assets, properties or prospects of DOCP and the DOCP Subsidiaries, taken as a whole, or otherwise delay in any material respect or prevent consummation of the Offer or the Merger or otherwise prevent DOCP from performing its obligations under this Agreement in any material respect (any such event, a "DOCP Company Material Adverse Effect"). DOCP The Company and each DOCP Company Subsidiary is duly qualified or licensed as a foreign corporation to transact business, do business and is in good standing, standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessaryqualification, except for such failures where the failure to be so qualified or licensed and in good standing that could not reasonably be expected tostanding, individually or in the aggregate, has not had and would not reasonably be expected to have a DOCP Company Material Adverse Effect. Section 3.1 (b) The Company has delivered or made available to the Investor true and complete copies of the written disclosure schedule previously delivered by DOCP to Buyer Restated Certificate of Incorporation of the Company (the "DOCP “Company Certificate”) and Third Amended and Restated Bylaws of the Company (the “Company Bylaws”), each as amended to date, and the Organizational Documents of each Company Subsidiary. Each of the foregoing documents is in full force and effect. The Company has not violated any provision of the Company Certificate or the Company Bylaws in a manner that has not been cured and that materially and adversely affects the Company. (c) Section 3.1(c) of the Company Disclosure Schedule") Schedule sets forth a true and complete and correct list of all DOCP Subsidiaries. Except for the capital stock of the DOCP Company Subsidiaries, DOCP does not beneficially together with the jurisdiction of organization or incorporation, as the case may be, of record own, directly or indirectly, any capital stock or other each Company Subsidiary and the percentage ownership interest thereof by the Company and/or another Company Subsidiary. Each Company Subsidiary is in any corporation, partnership, joint venture or other entitycompliance in all material respects with the terms of its Organizational Documents.

Organization and Qualifications; Subsidiaries. Each of DOCP, each DOCP subsidiary and each other person in which DOCP has an investment of greater than $1,000,000 (each, a "DOCP Subsidiary"a) The Company is a corporation, partnership or other legal entity corporation duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or organization Delaware and has the requisite all corporate power and authority all material licenses, consents, permits and all other approvals necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is licensed, qualified, and in good standing in each state in which it originates mortgages if the laws of such state require licensing or qualification in order to originate mortgage loans and otherwise conduct business of the type conducted by the Company, except where the failure to be so organized, existing qualified or licensed or in good standing or has not had and could not reasonably be expected to have such power, authority and governmental approvals would not, individually or in the aggregate, have a material adverse effect on the business, results of operations, financial condition, assets, properties or prospects of DOCP and the DOCP Subsidiaries, taken as a whole, or otherwise delay in any material respect or prevent consummation of the Offer or the Merger or otherwise prevent DOCP from performing its obligations under this Agreement in any material respect (any such event, a "DOCP Company Material Adverse Effect"). DOCP The Company has delivered to Merger Sub complete and correct copies of its Certificate of Incorporation and Bylaws, each DOCP Subsidiary as amended to date. (b) The only subsidiaries of the Company are those set forth in Section 3.01 of the Company Disclosure Schedule. Except as set forth in Section 3.01 of the Company Disclosure Schedule, each subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power to carry on its business as it is now being conducted. Each subsidiary of the Company is duly qualified or licensed as a foreign corporation or licensed to transact do business, and is in good standing, in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified or licensed and or in good standing that has not had and could not reasonably be expected to, individually or in the aggregate, to have a DOCP Company Material Adverse Effect. Section 3.1 of the written disclosure schedule previously . The Company has delivered by DOCP to Buyer (the "DOCP Disclosure Schedule") sets forth a Merger Sub complete and correct list copies of the organizational documents of each subsidiary, each as amended to date. (c) All of the outstanding shares of capital stock of each such subsidiary have been validly issued and are fully paid and non-assessable and are owned by the Company, by another wholly owned subsidiary of the Company or by the Company and another such wholly owned subsidiary, free and clear of all DOCP Subsidiariespledges, claims, equities, options, liens, charges, rights of first refusal, encumbrances and security interests of any kind or nature whatsoever (collectively, "LIENS"). Except for the capital stock of its subsidiaries, the DOCP Subsidiaries, DOCP Company does not beneficially or of record own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity.