Organization, Powers and Qualifications. Each of GEO and its Subsidiaries is duly organized, validly existing and in good standing (or its equivalent) (if such concept exists in such jurisdiction) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (if such concept exists in such jurisdiction) in, every jurisdiction where such qualification is required.
Organization, Powers and Qualifications. (i) Zions Bancorp is a corporation which is duly organized, validly existing, and in good standing under the laws of the State of Utah and has the corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted.
(ii) Val Cor is a corporation which is duly organized, validly existing, and in good standing under the laws of the State of Colorado and has the corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted.
(iii) Valley is a national banking association which is duly organized, validly existing, and in good standing under the laws of the United States and has the corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted. The deposit accounts of Valley are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation and, to the best of our knowledge, no proceedings for the termination of such insurance are pending or threatened.
Organization, Powers and Qualifications. (i) The Company is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. All outstanding shares of capital stock of the Company have been duly and validly authorized and issued, and are fully paid and non-assessable.
(ii) The Bank is duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted. The deposit accounts of the Bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") and, to the best of our knowledge, no proceedings for the termination of such insurance are pending or threatened. All outstanding shares of capital stock of the Bank have been duly and validly authorized and issued and are fully paid and non-assessable. All issued and outstanding shares of the Bank are held of record by the Company directly, free and clear of any adverse claims.
Organization, Powers and Qualifications. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to carry on its business as it has been and is now being conducted and to own, lease and operate the properties and assets used in connection therewith. The Company is duly qualified as a foreign corporation authorized to do business and is in good standing in every jurisdiction in which such qualification is required, all of which jurisdictions are disclosed in the Company Schedule, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect. As used in this Agreement, "Company Material Adverse Effect" means any fact, condition, event, development or occurrence which, individually or when taken together with all other facts, conditions, events, developments or occurrences, has an adverse effect of $2,500,000 or more on the financial condition, operating results or business of the Company and the Subsidiaries (hereinafter defined), taken as a whole; provided, however, that in no event shall the items set forth in Schedule A hereto be taken into account in determining whether a Company Material Adverse Effect has occurred.
Organization, Powers and Qualifications. HFP is a --------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. HFP has all requisite corporate power and authority to carry on its business as it has been and is now being conducted and to own, lease and operate the properties and assets used in connection therewith, except where any failure to have such power and authority would not, individually or in the aggregate, have a HFP Material Adverse Effect. HFP is duly qualified as a foreign corporation authorized to do business and is in good standing in every jurisdiction in which such qualification is required, all of which jurisdictions are listed in Section 3.4 of the HFP Schedule, except when any failure to be so qualified or in good standing would not, individually or in the aggregate, have a HFP Material Adverse Effect.
Organization, Powers and Qualifications. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing (or its equivalent) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
Organization, Powers and Qualifications. RedFish is a duly organized, validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its property and assets, to lease properties used in its business, and to carry on its business as now conducted. RedFish owns or possesses in the operation of its business all franchises, licenses, permits, certificates, consents, approvals, waivers, and other authorizations, governmental or otherwise, which are necessary for it to conduct its business as now conducted.
Organization, Powers and Qualifications. DataD is a duly organized, validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its property and assets, to lease properties used in its business, and to carry on its business as now conducted. DataD owns or possesses in the operation of its business all franchises, licenses, permits, certificates, consents, approvals, waivers, and other authorizations, governmental or otherwise, which are necessary for it to conduct its business as now conducted.
Organization, Powers and Qualifications. (i) The Company is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. All outstanding shares of capital stock of the Company have been duly and validly authorized and issued, and are fully paid and non-assessable. Zions Bancorporation Nevada State Bank [____________________], 1997 Page 3
(ii) SS Bank is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted. The deposit accounts of SS Bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") and, to the best of our knowledge, no proceedings for the termination of such insurance are pending or threatened. All outstanding shares of capital stock of SS Bank have been duly and validly authorized and issued and are fully paid and non-assessable. All shares of SS Bank held of record by the Company are owned directly by the Company free and clear of any adverse claims.
Organization, Powers and Qualifications. (i) Zions Bancorp is a corporation which is duly organized, validly existing, and in good standing under the laws of the State of Utah and has the corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted.
(ii) NS Bank is a banking corporation which is duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the corporate power and authority to own and operate its properties and assets, to lease properties used in its business, and to carry on its business as now conducted. The deposit accounts of NS Bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation and, to the best of our knowledge, no proceedings for the termination of such insurance are pending or threatened.
