Common use of Subsidiaries; Equity Investments Clause in Contracts

Subsidiaries; Equity Investments. (a) Each Subsidiary of the Company is a corporation duly incorporated (or other organization duly formed), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.

Subsidiaries; Equity Investments. (ai) Each (A) Section 5.01(c)(i) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the Company, (B) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company or any of its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is a corporation duly incorporated or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or other organization duly formedany of its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company’s rights to vote or to dispose of such securities and (F) all the equity securities of the Company’s Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens. The Company Bank is the only Significant Subsidiary of the Company. (ii) Each of the Company’s Subsidiaries (A) has been duly organized and is validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization and its organization, (B) has all requisite corporate power and authority necessary for it to own or organizational powers lease its properties and all governmental licenses, authorizations, permits, consents assets and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents conducted and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary (C) is duly licensed or qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where its ownership or leasing of property or the failure conduct of its business requires it to be so qualified would not reasonably be expected licensed or qualified. The articles of incorporation, bylaws and similar governing documents of each of the Company’s Subsidiaries, copies of which have been delivered or made available to haveParent, individually or are true, complete and correct copies of such documents as in effect as of the aggregate, a Material Adverse Effectdate of this Agreement. (biii) All of The Company Bank and NEP Trust Co. (“Trust Co.”) are the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary only Subsidiaries of the Company that are insured depository institutions. The deposit accounts of the Company Bank and Trust Co. are insured by the FDIC to the maximum extent provided by applicable law, and the Company Bank and Trust Co. have paid all deposit insurance premiums and assessments required by applicable laws and regulations. (iv) Except for securities and other than director qualifying shares) is interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and for securities listed in Section 5.01(t) of the CompanyCompany Disclosure Schedule, the Company does not own beneficially, directly or indirectly, free and clear or have any Right with respect to, any equity securities or similar interests of any Lien and free Person or any interest in a partnership or joint venture of any kind other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of than its Subsidiaries convertible into or exchangeable for shares and stock in the Federal Home Loan Bank of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesPittsburgh.

Subsidiaries; Equity Investments. (a) Each Subsidiary of the Company is a corporation duly incorporated (or other organization duly formed)incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary subsidiary of the Company have been validly issued and are fully paid and nonassessablenon-assessable. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Company Subsidiary Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (c) Schedule 4.06(c) lists (x) any equity interest in any subsidiary of the Company or any other corporation, partnership, joint venture or other business association or entity owned directly or indirectly by the Company and having a fair market value or book value in excess of $1.0 million and (y) the Company's reasonably approximate tax basis in each Equity Investment.

Subsidiaries; Equity Investments. (a) Each Subsidiary of the Company Metaldyne is a corporation or other entity duly incorporated (or other organization duly formed), validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization formation and has all corporate or organizational powers comparable power and all governmental licensesauthority required to own, authorizations, permits, consents lease and approvals required operate its assets and to carry on its business as they are now being owned, leased, operated or conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary is duly licensed or qualified to do business and is in good standing as a foreign corporation or other organization and is in good standing entity in each jurisdiction where the nature of its assets and its business requires such qualification is necessarylicensing or qualification, except for those jurisdictions where the failure to be so licensed or qualified would not reasonably be expected to have, individually or in the aggregate, a Metaldyne Material Adverse Effect. (b) All of the outstanding capital stock Capital Stock of, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) Metaldyne is owned by the CompanyMetaldyne, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock Capital Stock or other voting securities or ownership interests). All of the outstanding shares of capital stock Capital Stock of each Subsidiary of the Company Metaldyne have been validly issued and are fully paid and nonassessablenon-assessable. There are no outstanding (i) securities of the Company Metaldyne or any of its Subsidiaries convertible into or exchangeable for shares of capital stock Capital Stock or other voting securities or ownership interests in any such Subsidiary or the Company of Metaldyne or (ii) options or other rights to acquire from the Company Metaldyne or any of its Subsidiaries, or other obligation obligations of the Company Metaldyne or any of its Subsidiaries to issueissue or to repurchase, redeem or otherwise acquire, any capital stock Capital Stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock Capital Stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesMetaldyne.

Subsidiaries; Equity Investments. (ai) Each (A) Section 5.01(c)(i) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the Company, (B) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company or any of its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is a corporation duly incorporated or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or other organization duly formedany of its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company’s rights to vote or to dispose of such securities and (F) all the equity securities of the Company’s Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens. (ii) Each of the Company’s Subsidiaries (A) has been duly organized and is validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization and its organization, (B) has all requisite corporate power and authority necessary for it to own or organizational powers lease its properties and all governmental licenses, authorizations, permits, consents assets and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents conducted and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary (C) is duly licensed or qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where its ownership or leasing of property or the failure conduct of its business requires it to be so qualified would not reasonably be expected licensed or qualified. The articles of incorporation, bylaws and similar governing documents of each of the Company’s Subsidiaries, copies of which have been delivered or made available to haveParent, individually or are true, complete and correct copies of such documents as in effect as of the aggregate, a Material Adverse Effectdate of this Agreement. (biii) All of The Company Bank is the outstanding capital stock of, or other voting securities or ownership interests in, each only Subsidiary of the Company that is an insured depository institution. The deposit accounts of the Company Bank are insured by the FDIC to the maximum extent provided by applicable law, and the Company Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. (iv) Except for securities and other than director qualifying shares) is interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and for securities listed in Section 5.01(t) of the CompanyCompany Disclosure Schedule, the Company does not own beneficially, directly or indirectly, free and clear or have any Right with respect to, any equity securities or similar interests of any Lien and free Person or any interest in a partnership or joint venture of any kind other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of than its Subsidiaries convertible into or exchangeable for shares and stock in the Federal Home Loan Bank of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesPittsburgh.

Subsidiaries; Equity Investments. (ai) Each (A) Section 5.01(c)(i) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the Company, (B) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company or any of its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is a corporation duly incorporated or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or other organization duly formedany of its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company’s rights to vote or to dispose of such securities and (F) all the equity securities of the Company’s Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens. The Company Bank is the only Significant Subsidiary of the Company. (ii) Each of the Company’s Subsidiaries (A) has been duly organized and is validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization and its organization, (B) has all requisite corporate power and authority necessary for it to own or organizational powers lease its properties and all governmental licenses, authorizations, permits, consents assets and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents conducted and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary (C) is duly licensed or qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where its ownership or leasing of property or the failure conduct of its business requires it to be so qualified would not reasonably be expected licensed or qualified. The articles of incorporation, bylaws and similar governing documents of each Significant Subsidiary of the Company, copies of which have been delivered or made available to haveParent, individually or are true, complete and correct copies of such documents as in effect as of the aggregate, a Material Adverse Effectdate of this Agreement. (biii) All of The Company Bank is the outstanding capital stock of, or other voting securities or ownership interests in, each only Subsidiary of the Company that is an insured depository institution and it is a member of the SAIF. The deposit accounts of the Company Bank are insured by the FDIC (SAIF and, with respect to certain deposits, BIF) to the maximum extent provided by applicable law, and the Company Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. (iv) Except for securities and other than director qualifying shares) is interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and for securities listed in Section 5.01(t) of the CompanyCompany Disclosure Schedule, the Company does not own beneficially, directly or indirectly, free and clear or have any Right with respect to, any equity securities or similar interests of any Lien and free Person or any interest in a partnership or joint venture of any kind other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of than its Subsidiaries convertible into or exchangeable for shares and stock in the Federal Home Loan Bank of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesBoston.

Subsidiaries; Equity Investments. (a) Each Subsidiary of the Company is a corporation duly incorporated (or other organization duly formed)incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to own or lease and operate its properties and assets and to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessablenon- assessable. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any such Subsidiary or of the Company or Company, (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in- terests in, any Subsidiary of the Company or (iii) stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company (the items in clauses (i), (ii) and (iiiii) being referred to collectively as the "COMPANY SUBSIDIARY Company Subsidiary Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.

Subsidiaries; Equity Investments. (a) Each Subsidiary of the Company is a corporation an entity duly incorporated (or other organization duly formed)organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization formation and has all corporate or organizational requisite powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those where the failure to be so organized or in good standing or to have such power or have such licenses, authorizations, permits, consents and or approvals the absence of which would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. Each such Subsidiary is duly qualified to do business as a foreign corporation or other organization entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) that is owned by the Company, directly or indirectly, is owned free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessablenon-assessable. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any such Subsidiary or of the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY SecuritiesSECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (c) Section 4.09(c) of the Company's disclosure schedule lists any equity interest in any corporation, partnership, joint venture or other business association or entity (other than a Subsidiary) owned directly or indirectly by the Company and having a fair market value or book value in excess of $1.0 million.

Subsidiaries; Equity Investments. (aA) Each Section 5.01(c)(i) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of the Company, (B) the Company owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to the Company or any of its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is a corporation duly incorporated or may be bound to sell or otherwise transfer any of its equity securities (other than to the Company or other organization duly formedany of its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to the Company's rights to vote or to dispose of such securities and (F) all the equity securities of the Company's Subsidiaries held by the Company or its Subsidiaries are fully paid and nonassessable and are owned by the Company or its Subsidiaries free and clear of any Liens. (ii) Each of the Company's Subsidiaries (A) has been duly organized and is validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization and its organization, (B) has all requisite corporate power and authority necessary for it to own or organizational powers lease its properties and all governmental licenses, authorizations, permits, consents assets and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents conducted and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary (C) is duly licensed or qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where its ownership or leasing of property or the failure conduct of its business requires it to be so qualified would not reasonably be expected licensed or qualified. The articles of incorporation, bylaws and similar governing documents of each of the Company's Subsidiaries, copies of which have been delivered or made available to haveParent, individually or are true, complete and correct copies of such documents as in effect as of the aggregate, a Material Adverse Effectdate of this Agreement. (biii) All of The Company Bank is the outstanding capital stock of, or other voting securities or ownership interests in, each only Subsidiary of the Company that is an insured depository institution. The deposit accounts of the Company Bank are insured by the FDIC to the maximum extent provided by applicable law, and the Company Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. (iv) Except for securities and other than director qualifying shares) is interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and for securities listed in Section 5.01(t) of the CompanyCompany Disclosure Schedule, the Company does not own beneficially, directly or indirectly, free and clear or have any Right with respect to, any equity securities or similar interests of any Lien and free Person or any interest in a partnership or joint venture of any kind other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of than its Subsidiaries convertible into or exchangeable for shares and stock in the Federal Home Loan Bank of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesPittsburgh.

Subsidiaries; Equity Investments. (aA) Section 5.02(c)(i) of Parent Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of Parent, (B) Parent owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to Parent or any of its wholly owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to Parent or any of its wholly owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to Parent's rights to vote or to dispose of such securities and (F) all the equity securities of Parent's Subsidiaries held by Parent or its Subsidiaries are fully paid and nonassessable and are owned by Parent or its Subsidiaries free and clear of any Liens. (ii) Each Subsidiary of the Company Parent's Subsidiaries (A) has been duly organized and is a corporation duly incorporated (or other organization duly formed), validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization and its organization, (B) has all requisite corporate power and authority necessary for it to own or organizational powers lease its properties and all governmental licenses, authorizations, permits, consents assets and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents conducted and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary (C) is duly licensed or qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where its ownership or leasing of property or the failure conduct of its business requires it to be so qualified would not reasonably be expected licensed or qualified. The articles of incorporation, bylaws and similar governing documents of each Subsidiary of Parent, copies of which have been delivered or made available to havethe Company, individually or are true, complete and correct copies of such documents as in effect as of the aggregate, a Material Adverse Effectdate of this Agreement. (biii) All Parent Bank is the only Subsidiary of Parent that is an insured depository institution. The deposit accounts of Parent Bank are insured by the FDIC to the maximum extent provided by applicable law, and Parent Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. (iv) Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and for securities listed in Section 5.02(t) of the outstanding capital stock ofParent Disclosure Schedule, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) is owned by the CompanyParent does not own beneficially, directly or indirectly, free and clear or have any Right with respect to, any equity securities or similar interests of any Lien and free Person or any interest in a partnership or joint venture of any kind other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of than its Subsidiaries convertible into or exchangeable for shares and stock in the Federal Home Loan Bank of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesPittsburgh.

Subsidiaries; Equity Investments. (ai) (A) Section 5.02(c)(i) of Parent Disclosure Schedule lists the name, jurisdiction of incorporation and record and beneficial owners of the outstanding shares of capital stock for each direct or indirect Subsidiary of Parent, (B) Parent owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to Parent or any of its wholly owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of its Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to Parent or any of its wholly owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to Parent’s rights to vote or to dispose of such securities and (F) all the equity securities of Parent’s Subsidiaries held by Parent or its Subsidiaries are fully paid and nonassessable and are owned by Parent or its Subsidiaries free and clear of any Liens. (ii) Each Subsidiary of the Company Parent’s Subsidiaries (A) has been duly organized and is a corporation duly incorporated (or other organization duly formed), validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization and its organization, (B) has all requisite corporate power and authority necessary for it to own or organizational powers lease its properties and all governmental licenses, authorizations, permits, consents assets and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents conducted and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary (C) is duly licensed or qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where its ownership or leasing of property or the failure conduct of its business requires it to be so qualified would not reasonably be expected licensed or qualified. The articles of incorporation, bylaws and similar governing documents of each Subsidiary of Parent, copies of which have been delivered or made available to havethe Company, individually or are true, complete and correct copies of such documents as in effect as of the aggregate, a Material Adverse Effectdate of this Agreement. (biii) All Parent Bank is the only Subsidiary of Parent that is an insured depository institution. The deposit accounts of Parent Bank are insured by the FDIC to the maximum extent provided by applicable law, and Parent Bank has paid all deposit insurance premiums and assessments required by applicable laws and regulations. (iv) Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and for securities listed in Section 5.02(t) of the outstanding capital stock ofParent Disclosure Schedule, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) is owned by the CompanyParent does not own beneficially, directly or indirectly, free and clear or have any Right with respect to, any equity securities or similar interests of any Lien and free Person or any interest in a partnership or joint venture of any kind other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of than its Subsidiaries convertible into or exchangeable for shares and stock in the Federal Home Loan Bank of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary SecuritiesPittsburgh.

Subsidiaries; Equity Investments. (a) Each Subsidiary of the Company is a corporation duly incorporated (or other organization duly formed), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign corporation or other organization and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company (other than director qualifying shares) is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). All of the outstanding shares of capital stock of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any such Subsidiary or the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY Company Subsidiary Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.