Organization and Standing of Xxxxxxx Bank Sample Clauses

Organization and Standing of Xxxxxxx Bank. Xxxxxxx Bank is a federally chartered stock savings bank duly organized, validly existing and with a corporate existence under federal laws and with the OTS, its regulator. Xxxxxxx Bank has the full power and authority, corporate and otherwise, and is duly qualified and licensed and possesses all licenses, franchises, permits and other governmental authorizations necessary to own, lease and operate its assets and properties and to conduct its business as now being conducted, including, without limitation, the full power and authority to operate Xxxxxxx Bank and to enter into and perform each of its obligations under this Agreement and the transactions contemplated hereby following the amendment which Sellers will make to the Charter of Xxxxxxx Bank, prior to the Closing Date, to delete Section 8A thereof in its entirety. All approvals, if any, required to be obtained from the Board of Directors or the Shareholders of Xxxxxxx Bank under its Charter or By-Laws, or by applicable law, have been obtained, or will be obtained, on or before the Closing Date. Xxxxxxx Bank is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed, qualified or in good standing would not have a material adverse effect on the financial condition, operations, business or prospects of Xxxxxxx Bank, either individually or taken as a whole. Xxxxxxx Bank does not own any equity interest, directly or indirectly, in any corporation, limited liability company, partnership, joint venture, firm or other entity of any kind or nature. The deposit accounts of Xxxxxxx Bank are insured by the Savings Association Insurance Fund to the maximum extent permitted by the Federal Deposit Insurance Act ("FDIA"), and Xxxxxxx Bank has paid all premiums and assessments required to be paid by it by the provisions of the FDIA and the regulations thereunder. Xxxxxxx Bank is a member in good standing of the Federal Deposit Insurance Corporation ("FDIC") and of the Federal Home Loan Bank. Xxxxxxx Bank has delivered to Buyer complete and correct copies of the Charter of Xxxxxxx Bank, as certified to by the OTS and the By-Laws of Xxxxxxx Bank, as certified to by the Secretary or Assistant Secretary of Xxxxxxx Bank.
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Related to Organization and Standing of Xxxxxxx Bank

  • Organization and Standing of the Company The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted and to execute and deliver this Agreement and other instruments, agreements and documents contemplated herein (together with this Agreement, the “Transaction Documents”), to issue, sell and deliver the Shares and to perform its other obligations pursuant hereto. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company.

  • Organization and Standing of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

  • Organization and Standing of the Purchasers If the Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

  • Organization and Standing of the Subscribers If the Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

  • Organization and Standing The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

  • Organization and Standing of the Investor The Investor is an international business company duly organized, validly existing and in good standing under the laws of the British Virgin Islands.

  • Organization and Good Standing of the Company The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth above. The Company is not required to be qualified to transact business in any other jurisdiction where the failure to so qualify would have an adverse effect on the business of the Company.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Organization and Power The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

  • Organization and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

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