Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (1) Each of LDI and each of its Subsidiaries (A) is a corporation (or business entity in other legal form as set forth in Section 2.1(a) of the LDI Disclosure Schedule) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (B) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect on LDI and (C) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not have a Material Adverse Effect on LDI. The copies of the Articles of Incorporation and bylaws of LDI and the charter documents of each of the LDI Subsidiaries were previously furnished or made available to WAXS and are true, complete and correct copies of such documents as in effect on the date of this Agreement. (2) Section 2.1(a) of the LDI Disclosure Schedule sets forth all the Subsidiaries of LDI and each such Subsidiary's place of incorporation or organization. Except as set forth in Section 2.1(a) of the LDI Disclosure Schedule, neither LDI nor any of its Subsidiaries, directly or indirectly, owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than the Subsidiaries of LDI). LDI conducts no business except through LDI and the LDI Subsidiaries. Subject to the pledge of the Subsidiary Shares to SE Bxxxxx, xxe Note Holders, WAXS and parties to that certain Term Loan Agreement dated as of July 20, 1999, by and among certain Lenders, LDI Acquisition Sub Inc., LDI and Fredxxxxx X. XxXxxx, xx amended (the "Term Loan") or ownership of those of the Subsidiary Shares described in Section 2.1(b)(2) of the LDI Disclosure Schedule by third parties, at the Closing, LDI will deliver to WAXS good and marketable title to the Subsidiary Shares, free and clear of any encumbrance. Notwithstanding the foregoing or anything else in this Agreement, nothing contained in this Section 2.1(a)

Organization, Standing and Power; Subsidiaries. (1a) Each of LDI the Company and each of its Subsidiaries (A) subsidiaries is a corporation (or business entity in other legal form as set forth in Section 2.1(a) of the LDI Disclosure Schedule) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (B) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on LDI the Company, and (C) is duly qualified and in good standing to do business as a foreign corporation or other legal entity in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing would not not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect on LDIthe Company. The copies Organizational Documents of the Articles of Incorporation Company and bylaws of LDI and the charter documents of each of its subsidiaries are in full force and effect. Neither the LDI Subsidiaries were previously furnished Company nor any of its subsidiaries is in violation of its Organizational Documents other than violations which would not, individually or made available in the aggregate, reasonably be expected to WAXS and are true, complete and correct copies have a Material Adverse Effect on the Company. (b) Section 4.1(b) of such documents the Disclosure Schedules includes all the subsidiaries of the Company which as in effect on of the date of this Agreement. Agreement are significant subsidiaries (2) as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such significant subsidiary have been validly issued and are fully paid and non-assessable and are, except as set forth in Section 2.1(a4.1(b) of the LDI Disclosure Schedule sets forth Schedules, owned directly or indirectly by the Company, free and clear of all Liens and free of any other restriction (including any restriction on the Subsidiaries right to vote, sell or otherwise dispose of LDI and each such Subsidiary's place capital stock or other ownership interests), except for restrictions imposed by applicable securities laws including but not limited to the requirement of incorporation or organizationthe consent of the Bermuda Monetary Authority in respect of the transfer of shares. Except as set forth in Section 2.1(a) of the LDI Disclosure ScheduleCompany SEC Reports filed prior to the date hereof, neither LDI the Company nor any of its Subsidiaries, subsidiaries directly or indirectly, indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest infor, any corporation, partnership, joint venture or other business association or entity (other than the Subsidiaries of LDIsubsidiaries). LDI conducts no business except through LDI and the LDI Subsidiaries. Subject , that is or would reasonably be expected to be material to the pledge of the Subsidiary Shares to SE Bxxxxx, xxe Note Holders, WAXS Company and parties to that certain Term Loan Agreement dated its subsidiaries taken as of July 20, 1999, by and among certain Lenders, LDI Acquisition Sub Inc., LDI and Fredxxxxx X. XxXxxx, xx amended (the "Term Loan") or ownership of those of the Subsidiary Shares described in Section 2.1(b)(2) of the LDI Disclosure Schedule by third parties, at the Closing, LDI will deliver to WAXS good and marketable title to the Subsidiary Shares, free and clear of any encumbrance. Notwithstanding the foregoing or anything else in this Agreement, nothing contained in this Section 2.1(a)a whole.

Organization, Standing and Power; Subsidiaries. (1a) Each of LDI and each of its Subsidiaries (A) FCC is a corporation (or business entity duly organized, validly existing and in other legal form as set forth in Section 2.1(a) good standing under the laws of the LDI Disclosure Schedule) Commonwealth of Virginia and has the corporate power to own its properties and to carry on its business as now being conducted. Each subsidiary of FCC is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (B) has the requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on LDI FCC. For purposes of this Agreement, the term "Material Adverse Effect" on a Party shall mean an event, change or occurrence which, individually or together with any other event, change or occurrence, has a material impact on (a) the financial position, business, or results of operations of such Party and its subsidiaries (Cthough with respect to UTG, excluding FCC and its subsidiaries), taken as a whole, or (b) the ability of such Party to perform its obligations under this Agreement or to consummate the Merger, other than any event, change or occurrence relating to (i) the United States economy, the regional economy in which such Party conducts business or the securities markets in general or (ii) this Agreement or the transactions contemplated hereby or announcement hereof. (b) Each of FCC and its subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes make such qualification necessary, necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on LDIFCC. The copies of the Articles of Incorporation and bylaws of LDI and the charter documents of each of the LDI Subsidiaries were previously furnished or FCC has made available to WAXS and are true, complete UTG a true and correct copies copy of such documents its articles of incorporation and bylaws, each as amended to date and in full force and effect on the date of this Agreementhereof. (2) Section 2.1(a) of the LDI Disclosure Schedule sets forth all the Subsidiaries of LDI and each such Subsidiary's place of incorporation or organization. Except as set forth in Section 2.1(a) of the LDI Disclosure Schedule, neither LDI nor any of its Subsidiaries, directly or indirectly, owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than the Subsidiaries of LDI). LDI conducts no business except through LDI and the LDI Subsidiaries. Subject to the pledge of the Subsidiary Shares to SE Bxxxxx, xxe Note Holders, WAXS and parties to that certain Term Loan Agreement dated as of July 20, 1999, by and among certain Lenders, LDI Acquisition Sub Inc., LDI and Fredxxxxx X. XxXxxx, xx amended (the "Term Loan") or ownership of those of the Subsidiary Shares described in Section 2.1(b)(2) of the LDI Disclosure Schedule by third parties, at the Closing, LDI will deliver to WAXS good and marketable title to the Subsidiary Shares, free and clear of any encumbrance. Notwithstanding the foregoing or anything else in this Agreement, nothing contained in this Section 2.1(a)

Organization, Standing and Power; Subsidiaries. (1) Each The Company is a corporation duly organized, validly existing and in good standing under the laws of LDI England, and each subsidiary of its Subsidiaries the Company, if any, (Aeach a "Subsidiary") is a corporation (or business entity in other legal form as set forth in Section 2.1(a) of the LDI Disclosure Schedule) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (B) . Each of the Company and each Subsidiary has the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to be so organized, existing and in good standing or to have such power power, authority and authority governmental approvals would not not, individually or in the aggregate, have a Material Adverse Effect on LDI the Company. Each of the Company and (C) each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing to do business standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in except for such jurisdictions where the failure so to qualify or failures to be so qualified or licensed and in good standing that would not not, individually or in the aggregate, have a Material Adverse Effect on LDIthe Company. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, is set forth in Section 4.1 of the Company Disclosure Schedule. The copies Company is the owner of all outstanding shares of capital stock of each Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the Articles outstanding shares of Incorporation and bylaws of LDI and the charter documents capital stock of each Subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the LDI Subsidiaries were previously furnished issued or made available unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to WAXS and are trueissue, complete and correct copies of transfer, sell, purchase, redeem or otherwise acquire any such documents as in effect on the date of this Agreement. (2) Section 2.1(a) of the LDI Disclosure Schedule sets forth all the Subsidiaries of LDI and each such Subsidiary's place of incorporation or organizationsecurities. Except as set forth in Section 2.1(a) of the LDI Company Disclosure Schedule, neither LDI nor any of its Subsidiaries, the Company does not directly or indirectly, owns indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than the Subsidiaries of LDI). LDI conducts no business except through LDI and the LDI Subsidiaries. Subject to the pledge of the Subsidiary Shares to SE Bxxxxx, xxe Note Holders, WAXS and parties to that certain Term Loan Agreement dated as of July 20, 1999, by and among certain Lenders, LDI Acquisition Sub Inc., LDI and Fredxxxxx X. XxXxxx, xx amended (the "Term Loan") or ownership of those of the Subsidiary Shares described in Section 2.1(b)(2) of the LDI Disclosure Schedule by third parties, at the Closing, LDI will deliver to WAXS good and marketable title to the Subsidiary Shares, free and clear of any encumbrance. Notwithstanding the foregoing or anything else in this Agreement, nothing contained in this Section 2.1(a)entity.