Organization, Qualification and Subsidiaries. The Borrower is lawfully existing and in good standing as a Texas corporation and as a registered bank holding company. The Borrower and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets, condition or prospects of such Subsidiary or the Borrower. The Borrower has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and the Borrower and each Subsidiary has the corporate power and authority and all necessary licenses, permits and franchises to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Borrower and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on Schedule 5.1 attached hereto, as of the date hereof, the Borrower has no Subsidiaries and the Borrower does not own, directly or indirectly, any outstanding shares of any class of capital stock of any other Person.
Organization, Qualification and Subsidiaries. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Wisconsin. Each Subsidiary of the Company is an entity of the type listed on SCHEDULE 3.1 and is validly existing and in good standing under the laws of the jurisdiction listed on SCHEDULE 3.1. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder and to grant the Liens provided for in the Related Documents and to own its assets and conduct its business as presently conducted. The Company and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in all jurisdictions where the same are required to be qualified and where the failure to so qualify would have a Material Adverse Effect. All of the issued and outstanding capital stock of the Company has been validly issued and is fully paid and non-assessable, except as provided in Section 180.0622(2)(b) of the Wisconsin Statutes. Except as set forth on SCHEDULE 3.1, (a) the Company has no Subsidiaries, (b) the Company does not own, directly or indirectly, more than 1% of the total outstanding shares of any class of capital stock of any other Person, and (c) there are no outstanding options, warrants or other rights to subscribe for or purchase from any Subsidiary any capital stock of such Subsidiary or securities convertible into or exchangeable for capital stock of such Subsidiary.
Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a Michigan corporation and as a registered bank holding company under the Bank Holding Company Act of 1956. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets, condition or prospects of such Subsidiary or the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non-assessable. Except as set forth on Schedule 3.1 attached hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 1% or $100,000, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.
Organization, Qualification and Subsidiaries. The Company is lawfully existing and in good standing as a Nevada corporation and as a registered bank holding company under the Bank Holding Company Act of 1956. The Company and each Subsidiary are lawfully existing and in good standing under the laws of their respective jurisdiction of incorporation or organization, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a Material adverse impact on the consolidated assets or condition of the Company. The Company has the corporate power and authority and all necessary licenses, permits and franchises to borrow hereunder, and to own its assets and conduct its business as presently conducted. All of the issued and outstanding capital stock of the Company and each of its Subsidiaries has been validly issued and is fully paid and non‑assessable. Except as set forth on Schedule 3.1 attached hereto, as of the date hereof, (a) the Company has no Subsidiaries; and (b) the Company does not own, directly or indirectly, more than 5% or $1,000,000, whichever is greater, of the total outstanding shares of any class of capital stock of any other Person.
Organization, Qualification and Subsidiaries. Nile is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Nile has no subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. Nile is duly qualified to transact business as a foreign corporation and is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a Nile Material Adverse Effect (as defined in Section 2.3 below).
Organization, Qualification and Subsidiaries. JEFE is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. JEFE has no subsidiaries other than JEFE and does not have an equity interest in any other firm, partnership, association or other entity. JEFE is duly qualified to transact business as a foreign corporation and is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have an JEFE Material Adverse Effect (as defined in Section 2.3 below).
Organization, Qualification and Subsidiaries. Pathworks-Florida is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Pathworks-Florida has no subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. Pathworks-Florida is duly qualified to transact business as a foreign corporation and is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have an Pathworks-Florida Material Adverse Effect (as defined in Section 2.3 below).
Organization, Qualification and Subsidiaries. TW is a corporation organized and in good standing under the laws of its state of Oklahoma. TW has no subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. TW is in good standing under the applicable laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have an TW Material Adverse Effect (as defined in Section 2.3 below).
Organization, Qualification and Subsidiaries. (a) Each of the Applicable Entities (and their respective type of entity) is listed on SECTION 3.4 of the Disclosure Schedule, is duly incorporated or formed, as the case may be, and is validly existing and in good standing under the Laws of the State set forth opposite its name on SECTION 3.4 of the Disclosure Schedule. There are no Subsidiaries of GGI that are not listed on SECTION 3.4 of the Disclosure Schedule. Each of the Applicable Entities has all requisite power and authority to conduct its Business as currently being conducted. Each of the Applicable Entities is duly qualified to do business, and is each in good standing, in the respective jurisdictions where the nature of their Business or the ownership or leasing of their properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a GGI Material Adverse Effect or an NSI Material Adverse Effect, as the case may be. NSI has no Subsidiaries.
(b) Copies of the Constitutive Documents of each of the Applicable Entities have heretofore been delivered to NW Corp. and such copies are true, accurate, and complete as of the date hereof. GGI and NSI do not have any Constitutive Documents, other than their certificate of incorporation and bylaws.
(c) GGI is, directly or indirectly, the record and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of its Subsidiaries, there are no proxies with respect to any such shares, and no equity securities of any of its Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of any capital stock of any of its Subsidiaries.
Organization, Qualification and Subsidiaries. BUDEE is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. BUDEE has no subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. As of the Effective Date, BUDEE is duly qualified to transact business in the State of California and is in good standing under the applicable laws thereof.
