Common use of Organization, Good Standing, Authority, Insurance Clause in Contracts

Organization, Good Standing, Authority, Insurance. Etc. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Section 2.1 of its Disclosure Schedule lists each "subsidiary" (the term "subsidiary" when used with respect to any party means any entity (including without limitation any corporation, partnership, joint venture or other organization, whether incorporated or unincorporated) which is consolidated with such party for financial reporting purposes (individually a "Subsidiary" and collectively the "Subsidiaries"). Each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized, as set forth in Section 2.1 of its Disclosure Schedule. It and each of its Subsidiaries have all requisite power and authority and to the extent required by applicable law are licensed to own, lease and operate their respective properties and conduct their respective businesses as they are now being conducted. It has delivered or made available to the other party a true, complete and correct copy of the articles of incorporation, certificate of incorporation or other organizing document and of the bylaws, as in effect on the date of this Agreement, of it and each of its Subsidiaries. It and each of its Subsidiaries are qualified to do business as foreign corporations or entities and are in good standing in each jurisdiction in which qualification is necessary under applicable law, except to the extent that any failures to so qualify would not, in the aggregate, have a material adverse effect on it. All eligible accounts of each of its Subsidiaries that is a depositary institution are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the maximum extent permitted under applicable law. In the case of the representations and warranties of D&N, D&N is duly registered as a savings and loan holding company under the Home Owners' Loan Act of 1933, as amended, and the D&N Common Stock is registered under the Exchange Act. In the case of the representations and warranties of Republic, Republic is duly registered as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and the Republic Common Stock is registered under the Exchange Act. Its minute books and those of each of its Subsidiaries contain complete and accurate records of all meetings and other corporate actions taken by their respective stockholders and Boards of Directors (including the committees of such Boards).

Organization, Good Standing, Authority, Insurance. Etc. It The ------------------------------------------------------- Company is a corporation duly organized, validly existing and and, in the case of any Company Subsidiary which is a corporation, in good standing under the laws of the jurisdiction state of its their incorporation. Section 2.1 of its Disclosure Schedule I lists each "subsidiary" of the Company and Savings (individually a "Company Subsidiary" and collectively the term "subsidiaryCompany Subsidiaries") (unless otherwise noted herein all references to a "Company Subsidiary" or to the "Company Subsidiaries" shall include Savings). The word "Subsidiary" when used with respect to any party means any entity (including without limitation any bank, savings institution, corporation, partnership, joint venture limited liability company or other organization, whether incorporated or unincorporated) , which is consolidated with such party for financial reporting purposes (individually a "Subsidiary" and collectively the "Subsidiaries")purposes. Each of its the Company Subsidiaries is duly organized, validly existing existing, and in good standing under the laws of the respective jurisdiction under which it is organized, as set forth in Section 2.1 of its Disclosure Schedule. It Schedule I. The Company and each of its Subsidiaries have Company Subsidiary has all requisite power and authority and to the extent required by applicable law are is duly qualified and licensed to own, lease and operate their respective its properties and conduct their respective businesses its business as they are it is now being conducted. It The Company has delivered or made available to the other party Ambanc a true, complete and correct copy of the articles certificate of incorporation, certificate of incorporation charter, or other organizing document and of the bylaws, as in effect on the date of this Agreement, of it Company and each of its SubsidiariesCompany Subsidiary. It To the Company's knowledge, the Company and each of its Subsidiaries are Company Subsidiary is qualified to do business as a foreign corporations or entities corporation and are is in good standing in each jurisdiction in which qualification is necessary under applicable law, except to the extent that any failures to so qualify would not, in the aggregate, have a material adverse effect on itthe business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole. All Savings is a member in good standing of the Federal Home Loan Bank of New York and all eligible accounts of each of its Subsidiaries that is a depositary institution issued by Savings are insured by the Federal Deposit Savings Association Insurance Corporation Fund (the "FDICSAIF") to the maximum extent permitted under applicable law. In the case Savings is a "domestic building and loan association" as defined in Section 7701(a)(19) of the representations Code and warranties is a "qualified thrift lender" as defined in Section 10(m) of D&N, D&N the HOLA and the Thrift Regulations. The Company is duly registered as a savings and loan holding company under the Home Owners' Loan Act HOLA. The minute books of 1933, as amended, the Company and the D&N Common Stock is registered under the Exchange Act. In the case of the representations and warranties of Republic, Republic is duly registered as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and the Republic Common Stock is registered under the Exchange Act. Its minute books and those of each of its Company's Subsidiaries contain complete and accurate records of all meetings and other corporate actions held or taken by their respective stockholders shareholders and Boards of Directors (including the committees of such Boards).

Organization, Good Standing, Authority, Insurance. Etc. It . (a) Commercial is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction State of its incorporationNebraska, and is duly registered as a savings and loan holding company with the OTS under the HOLA. The Bank is a federal savings bank. Each of the subsidiaries of Commercial within the meaning of Section 2.1 10(a)(1)(G) of its Disclosure Schedule lists each "subsidiary" (the term "subsidiary" when used with respect to any party means any entity (including without limitation any corporation, partnership, joint venture or other organization, whether incorporated or unincorporated) which is consolidated with such party for financial reporting purposes HOLA (individually a "Commercial Subsidiary" and collectively the "Commercial Subsidiaries"). Each of its Subsidiaries ) is duly organized, validly existing existing, and in good standing under the laws of the respective jurisdiction under which it is organized, as set forth in Section 2.1 . Each of its Disclosure Schedule. It Commercial and each of its the Commercial Subsidiaries have has all requisite power and authority and to the extent required by applicable law are is duly qualified and licensed to own, lease and operate their respective its properties and conduct their respective businesses its business as they are it is now being conducted, except for such failure or failures to be so qualified or licensed as would not, in the aggregate, have a Commercial Material Adverse Effect. It Commercial has delivered or made available to the other party Bancorp a true, complete and correct copy of the articles of incorporation, certificate of incorporation charter or other organizing document documents and of the bylaws, by-laws of Commercial and the Bank as in effect on the date of this Agreement, . Each of it Commercial and each of its Subsidiaries. It and each of its the Commercial Subsidiaries are is qualified to do business as a foreign corporations or entities corporation and are is in good standing in each jurisdiction in which qualification is necessary under applicable lawApplicable Law, except to the extent that any failures to so qualify would not, in the aggregate, have a material adverse effect on itCommercial Material Adverse Effect. All The Bank is a member in good standing of the Federal Home Loan Bank of Topeka, and all eligible accounts of each of its Subsidiaries that is a depositary institution issued by the Bank are insured by the Federal Deposit Insurance Corporation (FDIC through the "FDIC") SAIF to the maximum extent permitted under applicable lawApplicable Law, and all premiums and assessments required in connection therewith have been paid by the Bank. In the case The Bank is a "domestic building and loan association" as defined in Section 7701(a)(19) of the representations and warranties of D&N, D&N is duly registered as a savings and loan holding company under the Home Owners' Loan Act of 1933, as amendedCode, and the D&N Common Stock is registered under the Exchange Act. In the case a "qualified thrift lender" as defined in Section 10(m) of the representations and warranties HOLA. (b) The minute books of Republic, Republic is duly registered as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, Commercial and the Republic Common Stock is registered under the Exchange Act. Its minute books and those of each of its Commercial Subsidiaries contain complete and accurate records of all meetings and other corporate actions held or taken by of their respective stockholders shareholders and Boards of Directors (including the committees of such Boards)) since January 1, 1996, which records are complete and accurate in all material respects and have been made available to Bancorp.

Organization, Good Standing, Authority, Insurance. Etc. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Section 2.1 of its Disclosure Schedule lists each "subsidiary" (the term "subsidiary" when used with respect to any party means any entity (including without limitation any corporation, partnership, joint venture or other organization, whether incorporated or unincorporated) which is consolidated with such party for financial reporting purposes (individually a "Subsidiary" and collectively the "Subsidiaries"). Each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized, as set forth in Section 2.1 of its Disclosure Schedule. It and each of its Subsidiaries have all requisite power and authority and to the extent required by applicable law are licensed to own, lease and operate their respective properties and conduct their respective businesses as they are now being conducted. It has delivered or made available to the other party a true, complete and correct copy of the articles of incorporation, certificate of incorporation or other organizing document and of the bylaws, as in effect on the date of this Agreement, of it and each of its Subsidiaries. It and each of its Subsidiaries are qualified to do business as foreign corporations or entities and are in good standing in each jurisdiction in which qualification is necessary under applicable law, except to the extent that any failures to so qualify would not, in the aggregate, have a material adverse effect on it. All eligible accounts of each of its Subsidiaries that is a depositary institution are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the maximum extent permitted under applicable law. In the case of the representations and warranties of D&NAvondale, D&N Avondale is duly registered as a savings and loan holding company under the Home Owners' Loan Act of 1933, as amended, and the D&N Avondale Common Stock is registered under the Exchange Act. In the case of the representations and warranties of RepublicCoal City, Republic Coal City is duly registered as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and the Republic Common Stock is registered under the Exchange Act. Its minute books and those of each of its Subsidiaries contain complete and accurate records of all meetings and other corporate actions taken by their respective stockholders and Boards of Directors (including the committees of such Boards).

Organization, Good Standing, Authority, Insurance. Etc. It . (a) Bancorp is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationColorado, and is duly registered as a savings and loan holding company with the OTS under the HOLA. Section 2.1 of its Disclosure Schedule lists each The Company is a federal savings bank. Each "subsidiary" (of Bancorp within the term "subsidiary" when used with respect to any party means any entity (including without limitation any corporation, partnership, joint venture or other organization, whether incorporated or unincorporatedmeaning of Section 10(a)(1)(G) which is consolidated with such party for financial reporting purposes of HOLA (individually a "Bancorp Subsidiary" and collectively the "Bancorp Subsidiaries"), has been Previously Disclosed. Each of its the Bancorp Subsidiaries is duly organized, validly existing and in good standing under the laws of the respective jurisdiction under which it is organized, as set forth in Section 2.1 of its the Bancorp Disclosure Schedule. It Each of Bancorp and each of its the Bancorp Subsidiaries have has all requisite power and authority and to the extent required by applicable law are is duly qualified and licensed to own, lease and operate their respective its properties and conduct their respective businesses its business as they are it is now being conducted, except for such failure or failures to be so qualified or licensed as would not, in the aggregate, have a Bancorp Material Adverse Effect. It Bancorp has delivered or made available to the other party Commercial a true, complete and correct copy of the articles of incorporation, certificate of incorporation charter, or other organizing document documents and of the bylawsby-laws, as in effect on the date of this Agreement, of it Bancorp and each Bancorp Subsidiary. Each of its Subsidiaries. It Bancorp and each of its the Bancorp Subsidiaries are is qualified to do business as a foreign corporations or entities corporation and are is in good standing in each jurisdiction in which qualification is necessary under applicable lawApplicable Law, except to the extent that any failures to so qualify would not, in the aggregate, have a material adverse effect on itBancorp Material Adverse Effect. All The Company is a member in good standing of the Federal Home Loan Bank of Topeka, and all eligible accounts of each of its Subsidiaries that is a depositary institution issued by the Company are insured by the Federal Deposit FDIC through the Savings Association Insurance Corporation Fund (the "FDICSAIF") to the maximum extent permitted under applicable lawApplicable Law, and all premiums and assessments required in connection therewith have been paid by the Company. In the case The Company is a "domestic building and loan association" as defined in Section 7701(a)(19) of the representations and warranties of D&N, D&N is duly registered as a savings and loan holding company under the Home Owners' Loan Act of 1933, as amendedCode, and the D&N Common Stock is registered under the Exchange Act. In the case a "qualified thrift lender" as defined in Section 10(m) of the representations and warranties HOLA. (b) The minute books of Republic, Republic is duly registered as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, Bancorp and the Republic Common Stock is registered under the Exchange Act. Its minute books and those of each of its Bancorp Subsidiaries contain complete and accurate records of all meetings and other corporate actions held or taken by of their respective stockholders shareholders and Boards of Directors (including the committees of such Boards)) since January 1, 1996, which records are complete and accurate in all material respects and have been made available to Commercial.

Organization, Good Standing, Authority, Insurance. Etc. It The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationNorth Carolina. Section 2.1 of its Disclosure Schedule I lists each "subsidiary" (of the term "subsidiary" when used with respect to any party means any entity (including without limitation any corporationCompany and Savings within the meaning of Section 10(a)(1)(G) of HOLA, partnership, joint venture or other organization, whether incorporated or unincorporated) which is consolidated with such party for financial reporting purposes (individually a "Company Subsidiary" and collectively the "Company Subsidiaries") (unless otherwise noted herein all references to a "Company Subsidiary" or to the "Company Subsidiaries" shall include Savings). Each of its the Company Subsidiaries is duly organized, validly existing existing, and in good standing under the laws of the respective jurisdiction under which it is organized, as set forth in Section 2.1 of its Disclosure Schedule. It Schedule I. The Company and each of its Subsidiaries have Company Subsidiary has all requisite power and authority and to the extent required by applicable law are is duly qualified and licensed to own, lease and operate their respective its properties and conduct their respective businesses its business as they are it is now being conducted. It The Company has delivered or made available to the other party NewSouth a true, complete and correct copy of the articles certificate of incorporation, certificate of incorporation charter, or other organizing document and of the bylaws, as in effect on the date of this Agreement, of it Company and each of its SubsidiariesCompany Subsidiary. It The Company and each of its Subsidiaries are Company Subsidiary is qualified to do business as a foreign corporations or entities corporation and are is in good standing in each jurisdiction in which qualification is necessary under applicable law, except to the extent that any failures to so qualify would not, in the aggregate, have a material adverse effect on itthe business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole. All Savings is a member in good standing of the Federal Home Loan Bank of Atlanta and all eligible accounts of each of its Subsidiaries that is a depositary institution issued by Savings are insured by the Federal Deposit Savings Association Insurance Corporation Fund (the "FDICSAIF") to the maximum extent permitted under applicable law. In the case Savings is a "domestic building and loan association" as defined in Section 7701(a)(19) of the representations Code and warranties is a "qualified thrift lender" as defined in Section 10(m) of D&N, D&N the HOLA and the Thrift Regulations. The Company is duly registered as a savings and loan holding company under the Home Owners' Loan Act HOLA. The minute books of 1933, as amended, the Company and the D&N Common Stock is registered under the Exchange Act. In the case of the representations and warranties of Republic, Republic is duly registered as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and the Republic Common Stock is registered under the Exchange Act. Its minute books and those of each of its Company's Subsidiaries contain complete and accurate records of all meetings and other corporate actions held or taken by their respective stockholders shareholders and Boards of Directors (including the committees of such Boards).

Organization, Good Standing, Authority, Insurance. Etc. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Section 2.1 of its Disclosure Schedule Schedules lists each "subsidiary" (the term "subsidiary" when used with respect to any party means any entity (including including, without limitation limitation, any corporation, partnership, joint venture or other organization, whether incorporated or unincorporated) which is consolidated with such party for financial reporting purposes (individually a "Subsidiary" and collectively the "Subsidiaries"). Each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized, as set forth in Section 2.1 of its Disclosure ScheduleSchedules. It and each of its Subsidiaries have has all requisite power and authority authority, and to the extent required by applicable law are law, is licensed to own, lease and operate their respective its own properties and conduct their respective businesses its business as they are now being conducted. It has delivered or made available to the other party parties a true, complete and correct copy of the articles of incorporation, certificate of incorporation or other organizing document and of the bylaws, as in effect on the date of this Agreement, of it and each of its Subsidiaries. It Except as set forth in Section 2.1 of its Disclosure Schedules, it and each of its Subsidiaries are is qualified to do business as a foreign corporations corporation or entities entity and are is in good standing in each jurisdiction in which qualification is necessary under applicable law, except to the extent that any failures to so qualify would not, in the aggregate, have a material adverse effect on it. All eligible accounts of each of its Subsidiaries that is a depositary institution are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the maximum extent permitted under applicable law. In the case of the representations and warranties of D&N, D&N is duly registered as a savings and loan holding company under the Home Owners' Loan Act of 1933, as amended, and the D&N Common Stock is registered under the Exchange Act. In the case of the representations and warranties of Republic, Republic is duly registered as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and the Republic Common Stock is registered under the Exchange Act. Its minute books and those of each of its Subsidiaries contain complete and accurate records of all meetings and other corporate actions taken by their respective its stockholders and Boards of Directors (including the committees of such Boards).