Common use of Organization, Corporate Power, Etc Clause in Contracts

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 of this Agreement. Capitol Thrift & Loan is authorized by the CDFI to conduct a general industrial loan business. Capitol Thrift & Loan is not a member of the Federal Reserve System. Capitol Thrift & Loan's deposits are insured by the FDIC in the manner and to the full extent provided by law. Capitol Thrift & Loan maintains and operates branch offices only in the State of California. Neither the scope of business of Humboldt or any Subsidiary, nor the location of any of their respective properties, requires that Humboldt or any of its respective Subsidiaries be licensed to conduct business in any jurisdiction other than those jurisdictions in which they are licensed or qualified to do business as a foreign corporation, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Humboldt taken as a whole.

Organization, Corporate Power, Etc. Humboldt Tehama 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 Tehama is a bank holding company registered under the BHCA. Each of HumboldtTehama'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 Tehama taken as a whole or the ability of Humboldt Tehama to consummate the transactions contemplated by this Agreement. Humboldt Tehama has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all Requisite requisite Regulatory Approvals, Humboldt Tehama 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 Tehama is the sole shareholder of Humboldt Tehama Bank, Capitol Valley . Tehama 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 banking institution 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. Capitol Thrift & Loan Tehama Bank is authorized by the CDFI to conduct a general industrial loan banking business. Capitol Thrift & Loan Tehama Bank is not a member of the Federal Reserve System. Capitol Thrift & LoanTehama Bank's deposits are insured by the FDIC in the manner and to the full extent provided by law. Capitol Thrift & Loan Tehama Bank maintains and operates branch offices only in the State of California. Neither the scope of business of Humboldt or Tehama, or any SubsidiarySubsidiary of Tehama, including Tehama Bank, nor the location of any of their respective properties, requires that Humboldt Tehama or any of its respective Subsidiaries be licensed or qualified to conduct business in any jurisdiction other than those jurisdictions in which they are licensed or qualified to do business as a foreign corporationthe state of California, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Humboldt Tehama taken as a whole.

Organization, Corporate Power, Etc. Humboldt Auburn 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 Auburn is a bank holding company registered under the BHCA. Each of Humboldt's Auburn’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 Auburn taken as a whole or the ability of Humboldt Auburn to consummate the transactions contemplated by this Agreement. Humboldt Auburn has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all Requisite requisite Regulatory Approvals, Humboldt Auburn 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 Auburn is the sole shareholder of Humboldt AC Bank, Capitol Valley . AC Bank and Capitol Thrift & Loan. Humboldt Bank and Capitol Valley Bank are is a 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 bank authorized by the CDFI to conduct a general banking businessesbusiness in California. Humboldt Bank is not a member of the Federal Reserve System and Capitol Valley AC Bank is not a member of the Federal Reserve System. Both Humboldt AC Bank's and Capitol Valley Bank's ’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 of this Agreement. Capitol Thrift & Loan is authorized by the CDFI to conduct a general industrial loan business. Capitol Thrift & Loan is not a member of the Federal Reserve System. Capitol Thrift & Loan's deposits are insured by the FDIC in the manner and to the full extent provided by law. Capitol Thrift & Loan maintains and operates branch offices only in the State of California. Neither the scope of business of Humboldt or Auburn, or any SubsidiarySubsidiary of Auburn, including AC Bank, nor the location of any of their respective properties, requires that Humboldt Auburn or any of its respective Subsidiaries be licensed or qualified to conduct business in any jurisdiction other than those jurisdictions in which they are licensed or qualified to do business as a foreign corporation, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Humboldt Auburn taken as a whole.

Organization, Corporate Power, Etc. Humboldt BANCORP is a California corporation duly organized, validly existing and in good standing under the laws of the State of California and has have all requisite corporate power and authority to own, lease and operate its respective properties and assets and to carry on its respective business substantially as it is being conducted on the date of this Agreement. Humboldt BANCORP is a bank holding company registered under the BHCA. Each of HumboldtBANCORP'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 BANCORP taken as a whole or the ability of Humboldt BANCORP to consummate the transactions contemplated by this Agreement. Humboldt BANCORP has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all Requisite Regulatory Approvals, Humboldt BANCORP 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 BANCORP is the sole shareholder of Humboldt Bank, Capitol Valley Bank and Capitol Thrift & LoanBANK. Humboldt Bank and Capitol Valley Bank are BANK is a 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 a general banking businessesbusiness in California. Humboldt Bank is not a member of the Federal Reserve System and Capitol Valley Bank BANK is not a member of the Federal Reserve System. Both Humboldt Bank's and Capitol Valley BankBANK'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 of this Agreement. Capitol Thrift & Loan is authorized by the CDFI to conduct a general industrial loan business. Capitol Thrift & Loan is not a member of the Federal Reserve System. Capitol Thrift & Loan's deposits are insured by the FDIC in the manner and to the full extent provided by law. Capitol Thrift & Loan maintains and operates branch offices only in the State of California. Neither the scope of business of Humboldt BANCORP or any Subsidiary, including BANK, nor the location of any of their respective properties, requires that Humboldt BANCORP or any of its respective Subsidiaries be licensed to conduct business in any jurisdiction other than those jurisdictions in which they are licensed or qualified to do business as a foreign corporation, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Humboldt BANCORP taken as a whole.