Common use of Organization, Standing and Authority Clause in Contracts

Organization, Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (U.S.A.) and has full corporate power and authority to own, operate or lease the Acquired Assets and to operate the Xxxxx Xxxxx Facility as currently operated. Each Selling Affiliate is a legal entity, duly organized, validly existing or incorporated, as the case may be, and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller and each of the Selling Affiliates has all requisite corporate or other entity power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. All necessary corporate or other entity acts and other proceedings required to be taken by Seller and/or each Selling Affiliate to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed and delivered by Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Seller), enforceable against such persons in accordance with their terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Organization, Standing and Authority. Seller Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (U.S.A.) and has full corporate power and authority to own, operate or lease the Acquired Assets and to operate the Xxxxx Xxxxx Facility as currently operatedDelaware. Each Selling Affiliate is a legal entity, duly organized, validly existing or incorporated, as the case may be, and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller and each of the Selling Affiliates Purchaser has all requisite corporate or other entity power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. All necessary corporate or other entity acts and other proceedings required to be taken by Seller and/or each Selling Affiliate Purchaser to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller Purchaser and, assuming this Agreement has been duly authorized, executed and delivered by PurchaserSeller, constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Seller), enforceable against such persons in accordance with their terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor’s rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Purchaser, and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents, will constitute legal, valid and binding obligations of such persons (including, where applicable, Purchaser), enforceable against such persons in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor’s rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

Organization, Standing and Authority. Seller Each of the Territory, Sub and any Subsidiaries of Sub is a corporation company or partnership duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware (U.S.A.) and has full corporate power and authority to own, operate formation or lease the Acquired Assets and to operate the Xxxxx Xxxxx Facility as currently operatedorganization. Each Selling Affiliate is a legal entity, duly organized, validly existing or incorporated, as the case may be, and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller Territory and each of the Selling Affiliates Sub has all requisite corporate or other power and authority to conduct the Consulting Business in all material respects as it is currently conducted and to own, lease or operate the assets and properties used in connection therewith. The Territory is the holder of all of the issued and outstanding shares or other ownership interests of Sub. Every entity directly engaged in the conduct or operation of, and every person that owns any direct interest in, or every entity (other than a natural person) that owns a direct or indirect interest in, the Consulting Business is a party (other than a Noncompete Party) to this Agreement. Subject to the Territory obtaining the Local Partner Approval and International Partner Approval, each of the Territory and Sub has all requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents Agreements to which it isis a party, or is specified to be, a party comply with the terms of such Transaction Agreements and to consummate the Transactionstransactions contemplated thereby. All necessary corporate or other entity As of the Escrow Closing Date, all acts and other proceedings required to be taken by Seller and/or each Selling Affiliate of the Territory and Sub to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents Agreements to which it is, or is specified to be, a party and to consummate the Transactions consummation of the transactions contemplated thereby have been duly and properly taken. The appropriate governing body of each of the Territory and Sub, by resolution duly adopted, has declared the Local Transaction and the Exchange to be expedient and for the best interests of the Territory or Sub, as the case may be, and deems it advisable and in the best interests of its Partners, stockholders or analogous persons, as the case may be, to consummate, and has approved, the Transaction Agreements and the transactions contemplated thereby on the terms and conditions set forth in the Transaction Agreements. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed the Territory and delivered by Purchaser, constitutes a its legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its terms, except that the availability of equitable remedies, including specific performance, is terms (subject to the discretion applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing regardless of whether considered in a proceeding in equity or at law). As of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Escrow Closing Date will be duly executed by Seller and upon the due authorizationDate, execution and delivery by each other party to of the Other Transaction Documents Agreements to which each of the Territory and Sub is to be a party will constitutehave been duly executed and delivered by it (subject only to the execution of the Escrow Release) and, upon the Closing, will constitute its legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Seller), obligation enforceable against such persons it in accordance with their terms, except that the availability of equitable remedies, including specific performance, is its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing regardless of whether considered in a proceeding in equity or at law). On the discretion Closing Date, other than Sub and any Subsidiaries of Sub, none of the court before which Affiliates of the Territory will be engaged in the operation of the Consulting Business. Sub and its Subsidiaries are not engaged in any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTbusiness other than the Consulting Business as of the Closing Date, MARKED BY BRACKETSand, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934as of the Closing Date, AS AMENDEDwill have no liabilities that are Excluded Liabilities.

Organization, Standing and Authority. Seller (a) Buyer is a Delaware corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and is duly registered as a financial holding company under the Bank Holding Company Act of 1956. True, complete and correct copies of the certificate of incorporation, as amended (the “Buyer Certificate”), and bylaws of Buyer, as amended (the “Buyer Bylaws”), as in effect as of the date of this Agreement, have previously been made available to Company. Buyer has full corporate power and authority to carry on its business as now being conducted and to own, lease and operate the properties and assets now owned and being operated by it. Buyer is duly licensed or qualified to do business in the State of Delaware and each jurisdiction where its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Buyer. Buyer has no Subsidiaries other than Buyer Bank and those identified on Buyer Disclosure Schedule 4.02(a). Except as set forth in Buyer Disclosure Schedule 4.02(a), (i) Buyer owns, directly or indirectly, all of the issued and outstanding equity securities of each Buyer Subsidiary, (ii) no equity securities of any of Buyer’s Subsidiaries are or may become required to be issued (other than to Buyer) by reason of any contractual right or otherwise, (iii) there are no contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to Buyer or a wholly-owned Subsidiary of Buyer), (iv) there are no contracts, commitments, understandings or arrangements relating to Buyer’s rights to vote or to dispose of such securities, (v) all of the equity securities of each such Subsidiary are held by Buyer, directly or indirectly, are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive or similar rights, and (vi) all of the equity securities of each Subsidiary that is owned, directly or indirectly, by Buyer or any Subsidiary thereof, are free and clear of all Liens, other than Permitted Liens and restrictions on transfer under applicable securities Laws. (b) Buyer Bank is a state-chartered trust company with banking powers duly organized and validly existing under the laws of the State of Delaware (U.S.A.) Missouri. True, complete and correct copies of the Charter and Bylaws of Buyer Bank, as in effect as of the date of this Agreement, have previously been made available to Company. Buyer Bank has full corporate power and authority to own, lease and operate or lease the Acquired Assets its properties and assets and to operate engage in the Xxxxx Xxxxx Facility as currently operatedbusiness and activities now conducted by it. Each Selling Affiliate Buyer Bank is duly licensed or qualified to do business in the State of Missouri and each other jurisdiction where its ownership or leasing of property and assets or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Buyer Bank. Buyer Bank is a legal entity, duly organized, validly existing or incorporated, as the case may be, and, where applicable, member in good standing under the laws of the jurisdiction Federal Home Loan Bank of its organization. Seller and each of the Selling Affiliates has all requisite corporate or other entity power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. All necessary corporate or other entity acts and other proceedings required to be taken by Seller and/or each Selling Affiliate to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed and delivered by Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Seller), enforceable against such persons in accordance with their terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDDes Moines.

Organization, Standing and Authority. Seller Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (U.S.A.) and has full corporate power and authority to ownDelaware. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, operate or lease the Acquired Assets and to operate the Xxxxx Xxxxx Facility as currently operatedMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Each Selling Affiliate is a legal entity, duly organized, validly existing or incorporated, as the case may be, and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller and each of the Selling Affiliates Purchaser has all requisite corporate or other entity power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. All necessary corporate or other entity acts and other proceedings required to be taken by Seller and/or each Selling Affiliate Purchaser to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller Purchaser and, assuming this Agreement has been duly authorized, executed and delivered by PurchaserSeller, constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor’s rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller Purchaser, and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents Documents, will constitute, constitute legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of SellerPurchaser), enforceable against such persons in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor’s rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Organization, Standing and Authority. Seller (a) Each of Seller, the Company and the Company’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. The Seller has made an effective election to be treated as a financial holding company under the State of Delaware BHC Act. The Company and the Company’s Subsidiaries have all corporate (U.S.A.or similar) and has full corporate power and authority to own, lease and operate or lease the Acquired Assets its properties and to operate carry on its business as now conducted. The Company and the Xxxxx Xxxxx Facility Company’s Subsidiaries are each duly qualified to do business as currently operated. Each Selling Affiliate a foreign entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Bank is a legal entity, state member bank duly organized, validly existing or incorporated, as the case may be, and, where applicable, and in good standing standing, chartered under the laws of the jurisdiction of its organizationAlabama. Seller and each of the Selling Affiliates The Bank has all requisite corporate or other entity power and authority to enter into this Agreement own, lease and the Other Transaction Documents to which it is, or is specified to be, a party operate its properties and to consummate carry on its business as now conducted and is duly qualified to do business as a foreign entity in each jurisdiction where the Transactionscharacter of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All necessary corporate or other entity acts The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by law, and other proceedings all premiums and assessments required to be taken by Seller and/or paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. The Bank has, and at all times during the past three (3) years has had, a Community Reinvestment Act rating no lower than “Satisfactory.” (c) True, complete and correct copies of the Constituent Documents of the Company, the Bank, and the other Subsidiaries of the Company, each Selling Affiliate to authorize as in effect as of the execution, delivery and performance date of this Agreement and the Other Transaction Documents to which it isAgreement, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed and delivered by to Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Seller), enforceable against such persons in accordance with their terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Organization, Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (U.S.A.) and has full corporate power and authority to own, operate or lease the Acquired Assets and to operate the Xxxxx Xxxxx Facility as currently operated. Each Selling Affiliate is a legal entity, duly organized, validly existing or incorporated, as the case may be, and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller and each of the Selling Affiliates has all requisite corporate or other entity power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. All necessary corporate or other entity acts and other proceedings required to be taken by Seller and/or each Selling Affiliate to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed and delivered by Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. applicable, Seller and/or any Affiliates of Seller), enforceable against such persons in accordance with their terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Organization, Standing and Authority. 4.1.1 Seller is a corporation company duly organized, validly existing and in good standing under the laws of the State of Delaware (U.S.A.) Israel, and has the full corporate power and authority to own, operate or carry on its business in the places and as it is now being conducted and to own and lease the Acquired Assets properties and assets which it now owns or leases. 4.1.2 Seller is now, and will be at Closing, duly qualified and/or licensed to transact business and in good standing in the jurisdictions it carries out business. The character of the property owned or leased by the Seller and the nature of the business conducted by Seller does not require qualification and/or licensing in any other jurisdiction. 4.1.3 Seller represents that, subject to receipt of the approvals and permits specified in Section 4.8, it has the capacity and authority to execute and deliver this Agreement, to perform hereunder and to operate consummate the Xxxxx Xxxxx Facility as currently operatedtransactions contemplated hereby without the necessity of any act or consent of any other person whomsoever. 4.1.4 The execution, delivery and performance by the Seller of this Agreement and each and every agreement, document and instrument provided for herein have been duly authorized and approved by Seller's Board of Directors and, if required by law or the Seller's Articles of Association, the shareholders of the Seller. Each Selling Affiliate is a legal entityThis Agreement and each and every agreement, duly organizeddocument and instrument to be executed, validly existing delivered and performed by the Seller or incorporatedany Shareholder in connection herewith constitute or will, when executed and delivered, constitute the valid and legally binding obligations of the Seller and the Shareholders, as the case may be, and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller and enforceable against each of the Selling Affiliates has all requisite corporate or other entity power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. All necessary corporate or other entity acts and other proceedings required to be taken by Seller and/or each Selling Affiliate to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed and delivered by Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Seller), enforceable against such persons them in accordance with their respective terms, except that as enforceability may be limited by applicable equitable principals or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect, affecting the availability enforcement of equitable remediescreditors' rights generally. Attached hereto as EXHIBIT 4.1.4 are true, including specific performance, is subject to the discretion correct and complete copies of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDMemorandum and Articles of Association of the Seller.

Organization, Standing and Authority. (a) Each of Seller Holdco, Seller and the Bank is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Seller has made an effective election to be treated as a financial holding company under the State of Delaware BHC Act. The Bank has all corporate (U.S.A.or similar) and has full corporate power and authority to own, lease and operate or lease the Acquired Assets its properties and to operate carry on its business as now conducted. The Bank is duly qualified to do business and, where such concept is recognized under applicable law, is in good standing in each jurisdiction where the Xxxxx Xxxxx Facility as currently operatedcharacter of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Selling Affiliate The Bank is the only subsidiary (within the meaning of the BHC Act) of Seller that is a legal entityU.S. depository institution, and the deposit accounts of the Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. The Bank has, and at all times during the past three (3) years has had, a Community Reinvestment Act rating no lower than “Satisfactory.” (b) Section 3.1(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list of all the Transferred Subsidiaries, and such Transferred Subsidiaries’ jurisdiction of organization. Except as would not, individually or in the aggregate, reasonably be expected to be have a Material Adverse Effect, each Transferred Subsidiary (i) has been duly organized, is validly existing or incorporated, as the case may be, and, where applicablesuch concept is recognized under applicable law, is in good standing under the laws of the jurisdiction of its organization. Seller and each of the Selling Affiliates , (ii) has all requisite corporate or other entity power and authority to enter into this Agreement own, lease and operate its properties and to carry on its business as now conducted, and (iii) is duly qualified to do business and, where such concept is recognized under applicable law, is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (c) Complete and accurate copies of the Constituent Documents of the Bank and the Other Transaction Documents to which it isTransferred Subsidiaries, or is specified to be, a party and to consummate each as in effect as of the Transactions. All necessary corporate or other entity acts and other proceedings required to be taken by Seller and/or each Selling Affiliate to authorize the execution, delivery and performance date of this Agreement and the Other Transaction Documents to which it isAgreement, or is specified to be, a party and to consummate the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed and delivered by made available to Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Seller), enforceable against such persons in accordance with their terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Organization, Standing and Authority. Seller PARENT AND SELLER. Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware (U.S.A.) and has full corporate power and authority to own, operate or lease the Acquired Assets and to operate the Xxxxx Xxxxx Facility as currently operatedFlorida. Each Selling Affiliate Seller is a legal entity, corporation duly organizedincorporated, validly existing or incorporated, as the case may be, and, where applicable, and in good standing under the laws of the jurisdiction Delaware. Each of its organization. Parent and Seller and each of the Selling Affiliates has all requisite corporate power and authority to conduct the Business in the United States of America as it is currently conducted and to own, lease or other entity operate the assets and properties used in connection therewith. Parent is the holder of all of the issued and outstanding capital stock of each Seller. Each of Parent and Seller is duly authorized, qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction wherein, by reason of the nature of the Business or the character of the Acquired Assets, such qualification is necessary or desirable, except for failures to be so authorized, qualified, licensed or in good standing which, individually or in the aggregate, could not reasonably be expected to have a Business Material Adverse Effect. Subject, in the case of the sale of the property and assets of Parent and Seller to Buyer pursuant to this Agreement, to Parent obtaining the Parent Stockholder Consent, each of Parent and Seller has all requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents to which it isis a party, or is specified to be, a party comply with the terms of such Transaction Agreements and to consummate the Transactionstransactions contemplated thereby. All necessary corporate or other entity acts and other proceedings required to be taken by each of Parent and Seller and/or each Selling Affiliate to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents Agreements to which it is, or is specified to be, a party and to consummate the Transactions consummation of the transactions contemplated thereby have been duly and properly taken, subject, in the case of the sale of the property and assets of Parent and Seller to Buyer pursuant to this Agreement, to Parent obtaining the Parent Stockholder Consent. This Agreement The Board of Directors of Parent, by resolution duly adopted, has declared the sale of such property and assets to Buyer to be expedient and for the best interests of Parent, and deems it advisable and in the best interests of its stockholders to consummate, and has approved, the Transaction Agreements and the transactions contemplated thereby on the terms and conditions set forth in the Transaction Agreements. Each of the Transaction Agreements to which each of Parent and Seller is a party has been duly executed and delivered by Seller and, assuming this Agreement has been duly authorized, executed it and delivered by Purchaser, constitutes a its legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its termsterms (subject to applicable bankruptcy, except that the availability insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equitable remediesequity, including specific performanceconcepts of materiality, is subject to the discretion reasonableness, good faith and fair dealing regardless of the court before which any whether considered in a proceeding thereof may be brought. The Other Transaction Documents on the Closing Date will be duly executed by Seller and upon the due authorization, execution and delivery by each other party to the Other Transaction Documents will constitute, legal, valid and binding obligations of such persons (including, where applicable, Seller and/or any Affiliates of Sellerin equity or at law), enforceable against such persons in accordance with their terms, except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.