Organization; Ownership. The Purchaser is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited partnership power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.
Organization; Ownership. Such Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and has all requisite power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.
Organization; Ownership. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Republic of Liberia and is wholly owned by Pxxxxx Xxxxxxxxxxxx.
Organization; Ownership. The Bank is a bank chartered under the laws of the State of California and is authorized to conduct its business as presently conducted (including the Merchant Business) under those laws and all other applicable laws. Parent is a corporation organized under the laws of the State of California and is authorized to conduct its business as presently conducted under those laws and other applicable laws. Parent owns one hundred percent (100%) of the issued and outstanding shares of capital stock of the Bank, and the Bank is the only subsidiary or affiliate of Parent that conducts banking business.
Organization; Ownership. Each of Purchaser and Merger Sub is a duly organized limited liability company, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to perform this Agreement.
Organization; Ownership. ESL Partners, L.P. is a Delaware limited partnership and is duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.
Organization; Ownership. In the case of each of the Founders, such Founder is a natural person and has the legal capacity to enter into this Agreement and to perform his obligations hereunder. In the case of each of the other Shareholders, such Shareholder is an entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite entity power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.
Organization; Ownership. Such Purchaser is duly organized, validly existing and in good standing (to the extent that the concept of “good standing” is recognized by the applicable jurisdiction) under the laws of its jurisdiction of organization and has all requisite power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.
Organization; Ownership. Fairholme is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware.
Organization; Ownership. (a) Purchaser Representative is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each other Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. As of the Closing Date, each Purchaser will be qualified to do business in each jurisdiction in which the Applicable Seller was qualified immediately prior to the execution of this Agreement, except where the failure to be so qualified will not have a Purchaser Material Adverse Effect.
(b) Purchasers are direct or indirect wholly-owned subsidiaries of Parent. All of the issued shares of capital stock of or other ownership interests in each Purchaser have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by Parent. Purchasers have conducted no material operations and as of the date of this Agreement have no material Liabilities other intercompany Liabilities and Liabilities arising under this Agreement.
