Organization, Corporate Power, Etc. Humboldt is a California corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Humboldt is a bank holding company registered under the BHCA. Each of Humboldt's Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as it is being conducted on the date of this Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Humboldt taken as a whole or the ability of Humboldt to consummate the transactions contemplated by this Agreement. Humboldt has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all Requisite Regulatory Approvals, Humboldt will have the requisite corporate power and authority to perform its respective obligations hereunder with respect to the consummation of the transactions contemplated hereby. Humboldt is the sole shareholder of Humboldt Bank, Capitol Valley Bank and Capitol Thrift & Loan. Humboldt Bank and Capitol Valley Bank are California state-chartered banking institutions duly organized, validly existing and in good standing under the laws of the State of California and each has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Humboldt Bank and Capitol Valley Bank are authorized by the CDFI to conduct general banking businesses. Humboldt Bank is not a member of the Federal Reserve System and Capitol Valley Bank is not a member of the Federal Reserve System. Both Humboldt Bank's and Capitol Valley Bank's deposits are insured by the FDIC in the manner and to the full extent provided by law. Humboldt Bank and Capitol Valley Bank each maintains and operates branch offices only in the State of California. Capitol Thrift & Loan is a California state-chartered industrial loan company duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date...
Organization, Corporate Power, Etc. The Borrower and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated, and each has the corporate power and authority to own its property and to carry on its business as now being conducted and each is duly qualified (or is in the process of becoming qualified) and where qualified, is in good standing, to do business in every jurisdiction where such qualification is necessary, except where failure to qualify would not have a material adverse effect upon the financial condition, business or operations of the Borrower and its Subsidiaries, taken as a whole. The Borrower has the corporate power to execute, deliver and perform this Agreement, to borrow hereunder and to execute and deliver the Note herein referred to and to do so will not violate any laws, rules, regulations, orders or decrees, its Articles of Incorporation or Code of Regulations or any other agreement or instrument to which it is a party.
Organization, Corporate Power, Etc. Each of GHS, Global and Management is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which it is required to be so qualified with respect to the operations of the Business, except where the failure to be so qualified would not have a material adverse effect on the properties, results of operations, financial condition or prospects of the Business (a "Material Adverse Effect"). Sellers have all requisite corporate power and authority to own, operate and lease the Assets, to carry on the Business as it is now being conducted, to execute and deliver this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder. Schedule 3.01(a) hereto sets forth a complete list of the jurisdictions in which Global and Management are qualified to do business with respect to the operations of the Business.
Organization, Corporate Power, Etc. Each of Buyer and MedE is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and the State of Delaware, respectively. Each of Buyer and MedE has all requisite corporate power and authority to acquire, own, lease and operate its properties and to execute and deliver this Agreement and the Ancillary Agreements applicable to such party, and to perform its obligations hereunder and thereunder.
Organization, Corporate Power, Etc. FDC and each of its Affiliates that will be a party to any of the agreements contemplated hereby is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and is duly licensed or qualified to do business as a foreign corporation in all of the jurisdictions in which such entity is required to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a material adverse effect on the operations or financial condition of the Alliance. FDC has all requisite corporate power and authority to own, operate and lease its assets and to carry on its business as it is now being conducted except where failure to have such power and authority would not have a material adverse effect on the operations or financial condition of FDC or the applicable Affiliate, and FDC and each of its Affiliates that will be performing obligations under this Agreement, the Operating Agreement, the Revenue Sharing Agreement, the Revised Processing Agreement or any other agreement contemplated hereby has all requisite corporate power and authority to perform its obligations hereunder and thereunder.
Organization, Corporate Power, Etc. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly licensed or qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified and as set forth in Schedule 3.02(a), except where the failure to be so qualified would not be likely to result in a Material Adverse Effect on the Buyer. The Buyer has all requisite corporate power and authority to (i) own, operate and lease its properties, (ii) to execute and deliver this Agreement and each Ancillary Agreement to which it is party and to perform its obligations hereunder and thereunder, (iii) issue and deliver the Initial Shares and (iv) issue and deliver the shares of Common Stock issuable upon conversion of the Note (the "Conversion Shares", and together with the Initial Shares, the "Shares"). Schedule 3.02
(a) hereto sets forth a complete list of the jurisdictions in which the Buyer is qualified to do business.
Organization, Corporate Power, Etc. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has all requisite corporate power and authority to acquire, own, lease and operate its properties and to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder.
Organization, Corporate Power, Etc. Lessor
(1) is a corporation duly organized under the laws of the State of Washington and (2) has the corporate power and authority to own or hold under lease its properties wherever located or used and to enter into and perform its obligations hereunder and under each other Operative Document.
Organization, Corporate Power, Etc. Lessee
(1) is a corporation duly organized under the laws of the State of Colorado and (2) has the corporate power and authority to own or hold under lease its properties wherever located or used and to enter into and perform its obligations hereunder and under each other Operative Document.
Organization, Corporate Power, Etc. Each party: (A) is duly organized, validly existing and in good standing under the laws of the state in which it is incorporated; (B) has the requisite corporate or other power and authority to carry on its business as it is now being conducted; and (C) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it makes such licensing or qualification necessary.
