Common use of Organization, Authority and Significant Subsidiaries Clause in Contracts

Organization, Authority and Significant Subsidiaries. The Credit Union has been duly formed and is validly existing and in good standing as a credit union chartered under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Material Adverse Effect, has been duly qualified as a foreign entity for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union (each, a “Credit Union Subsidiary” and, collectively, the “Credit Union Subsidiaries”) that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Subsidiary, a “Significant Subsidiary”), has been duly formed and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit Union, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.

Organization, Authority and Significant Subsidiaries. The Credit Union Recipient has been duly formed incorporated and is validly existing and and, if applicable, in good standing as a credit union chartered under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Material Adverse Effect, has been duly qualified as a foreign entity corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union (each, a “Credit Union Subsidiary” and, collectively, the “Credit Union Subsidiaries”) Recipient that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Subsidiary, a “Significant Subsidiary”), has been duly formed organized and is validly existing and, if applicable, in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit UnionRecipient, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date, except to the extent that the Charter has been amended by the Certificate of Designations.

Organization, Authority and Significant Subsidiaries. The Credit Union Recipient has been duly formed organized and is validly existing and and, if applicable, in good standing as a credit union chartered under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Material Adverse Effect, has been duly qualified as a foreign entity corporation for the transaction of business and and, if applicable, is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union (each, a “Credit Union Subsidiary” and, collectively, the “Credit Union Subsidiaries”) Recipient that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X (a “Significant Subsidiary”) under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Subsidiary, a “Significant Subsidiary”), has been duly formed organized and is validly existing and, if applicable, in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit UnionRecipient, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.

Organization, Authority and Significant Subsidiaries. The Credit Union Bank has been duly formed and is validly existing and in good standing as a credit union chartered bank or savings association organized in mutual form of the type described in Schedule A under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Bank Material Adverse Effect, has been duly qualified as a foreign entity for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union Bank (each, each a “Credit Union Bank Subsidiary” and, collectively, the “Credit Union Bank Subsidiaries”) that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Bank Subsidiary, a “Significant Subsidiary”), has been duly formed and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit UnionBank, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.

Organization, Authority and Significant Subsidiaries. The Credit Union Company has been duly formed incorporated and is validly existing and as a corporation in good standing as a credit union chartered under the laws of its jurisdiction the State of organizationNew York, with the necessary corporate power and authority to own, operate and lease own its properties and conduct its business in all material respects as it is being currently conducted, and and, except as has not, individually not had or in the aggregate, had and would not reasonably be expected to have a Credit Union Material Adverse Effect, has been duly qualified as a foreign entity corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; and each subsidiary Subsidiary (as defined below) of the Credit Union (each, a “Credit Union Subsidiary” and, collectively, the “Credit Union Subsidiaries”) Company that would be considered is a “significant subsidiary” within the meaning of Rule 1-02(w01(w) of Regulation S-X under the Securities Act of 1933 1933, as amended (the “Securities Act”) (each such Credit Union Subsidiaryeach, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”), ) has been duly formed organized and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter Bank is duly organized and bylaws validly existing as a New York State chartered bank, and its deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”). When a reference is made in this Subscription Agreement to a Subsidiary of a person, the term “Subsidiary” means those corporations, banks, savings banks, associations and other entities of which such person owns or controls more than 50% of the Credit Union, copies outstanding equity securities either directly or through an unbroken chain of entities as to each of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as more than 50% of the Signing Date and as of the Closing Dateoutstanding equity securities is owned directly or indirectly by its parent.

Organization, Authority and Significant Subsidiaries. The Credit Union Bank has been duly formed and is validly existing and in good standing as a credit union chartered bank or savings association organized in mutual form of the type described in Schedule A under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease own its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Bank Material Adverse Effect, has been duly qualified as a foreign entity for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union Bank (each, each a “Credit Union Bank Subsidiary” and, collectively, the “Credit Union Bank Subsidiaries”) that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Bank Subsidiary, a “Significant Subsidiary”), has been duly formed and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit UnionBank, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.

Organization, Authority and Significant Subsidiaries. The Credit Union has been duly formed and is validly existing and and, if applicable, in good standing as a credit union chartered under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Material Adverse Effect, has been duly qualified as a foreign entity for the transaction of business and and, if applicable, is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union (each, a “Credit Union Subsidiary” and, collectively, the “Credit Union Subsidiaries”) that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Subsidiary, a “Significant Subsidiary”), has been duly formed and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit Union, copies of which have been provided to the Investor Investor‌ prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.

Organization, Authority and Significant Subsidiaries. The Credit Union has been duly formed and is validly existing and and, if applicable, in good standing as a credit union chartered under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Material Adverse Effect, has been duly qualified as a foreign entity for the transaction of business and and, if applicable, is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union (each, a “Credit Union Subsidiary” and, collectively, the “Credit Union Subsidiaries”) that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Subsidiary, a “Significant Subsidiary”), has been duly formed and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit Union, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.Date.‌

Organization, Authority and Significant Subsidiaries. The Credit Union has been duly formed and is validly existing and and, if applicable, in good standing as a credit union chartered under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business in all material respects as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Credit Union Material Adverse Effect, has been duly qualified as a foreign entity for the transaction of business and and, if applicable, is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Credit Union (each, a “Credit Union Subsidiary” and, collectively, the “Credit Union Subsidiaries”) that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) (each such Credit Union Subsidiary, a “Significant Subsidiary”), has been duly formed and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Credit Union, copies of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.