Organization, Existence and Authority. Umpqua is a corporation duly organized and validly existing under the laws of the State of Oregon and has all requisite corporate power and authority to own, lease, and operate its properties and assets and carry on its business in the manner now being conducted and as proposed to be conducted. Umpqua Bank is a bank duly organized, validly existing, and in good standing under the laws of the State of Oregon and has all requisite corporate power and authority to own, lease, and operate its properties and assets and carry on its business in the manner now being conducted and as proposed to be conducted. SAWY is a registered broker-dealer duly organized and validly existing under the laws of the State of Oregon and has all requisite corporate power and authority to own, lease and operate its properties and assets and carry on its business in the manner now being conducted and as proposed to be conducted. Each of Umpqua, Umpqua Bank and SAWY is qualified to do business and is in good standing in every jurisdiction in which such qualification is required except where the failure to so qualify or be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Umpqua.
Organization, Existence and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and has all requisite power and authority (a) to execute and deliver (i) this Agreement and (ii) each of the other documents and instruments to be executed by it as contemplated by this Agreement (collectively referred to herein as the "Other Documents") and (b) to perform its respective obligations under this Agreement, the Note Agreement and the Other Documents.
Organization, Existence and Authority. Each of the Company, the Parent and the other Guarantors is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Company, the Parent and the other Guarantors has all requisite power and authority to execute and deliver this Agreement and each of the Company and the Parent has all requisite power and authority to perform its respective obligations under the Amended Note Agreement.
Organization, Existence and Authority. (a) The Company is a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended 12 U.S.C. §§3001-3051. The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
Organization, Existence and Authority. The Company is a corporation duly incorporated, validly existing and is in good standing under the laws of the State of Michigan. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under the Amended Note Documents.
Organization, Existence and Authority. MBI has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by MBI of this Agreement have been duly authorized by all necessary action on MBI’s part.
Organization, Existence and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and all other agreements entered into or delivered in connection with the transactions contemplated hereby. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect (as hereinafter defined). The Seller has all authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory bodies necessary to own and/or lease the properties and assets employed by the Seller in the conduct of the Transferred Antibody Collection Business and to conduct the business and operations of the Transferred Antibody Collection Business as currently conducted, except where the failure to do so would not have a Material Adverse Effect. For purposes of this Agreement, a "Material Adverse Effect" shall mean any matter with an adverse financial impact to the Buyer of five hundred thousand dollars ($500,000) or more.
Organization, Existence and Authority. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Australian Capital Territory. The Buyer has all requisite power and authority to execute, deliver and perform this Agreement and all other agreements entered into or delivered in connection with the transactions contemplated hereby.
Organization, Existence and Authority. WSB is a corporation duly organized and validly existing 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 in the manner now being conducted. Each of LCB, ACB and CCB is a state chartered bank, 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 carry on its business in the manner now being conducted. WSNB is a national banking association, duly organized, validly existing, and in good standing under the federal laws of the United States of America and has all requisite corporate power and authority to own, lease, and operate its properties and assets and carry on its business in the manner now being conducted. Each of WSB and the WSB Banks is qualified to do business and is in good standing in every jurisdiction in which such qualification is required except where the failure to so qualify or be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to WSB. Western Sierra Statutory Trust I and Western Sierra Statutory Trust II are statutory trusts organized and validly existing under Connecticut law. Western Sierra Statutory Trust III and Western Sierra Statutory Trust IV are statutory trusts organized and validly existing under Delaware law. The WSB Trust Subsidiaries' activities do not require them to be qualified to do business in any jurisdiction other than Connecticut with respect to Western Sierra Statutory Trust I and Western Sierra Statutory Trust II, and Delaware with respect to Western Sierra Statutory Trust III and Western Sierra Statutory Trust IV. Sentinel Associates, Inc. is a corporation duly organized and validly existing 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 in the manner now being conducted. Sentinel Associates, Inc.'s activities do not require it to be qualified to do business in any jurisdiction other than California.
Organization, Existence and Authority. PBS is a duly incorporated Sub S corporation, validly existing and in good standing under the laws of the State of Delaware. PBS has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. PBS is authorized to issue 9,999,000 shares of common stock under its Articles of Incorporation. PBS and Xxx Reaiche are aware that the issuance of stock to MBI will terminate PBS’ subchapter S corporation status.
