Subsidiary Organization Sample Clauses
The Subsidiary Organization clause defines the relationship between the contracting parties and any subsidiary entities involved in the agreement. It typically clarifies whether the rights and obligations under the contract extend to subsidiaries, and may specify the conditions under which a parent company is responsible for the actions or liabilities of its subsidiaries. This clause ensures clarity regarding the scope of the agreement and helps prevent disputes about which entities are bound by or benefit from the contract.
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Subsidiary Organization. The Bank is the sole banking subsidiary of Borrower and is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is also in good standing in each other jurisdiction in which the nature of business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are directly owned by Borrower, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as otherwise disclosed in Schedule B. Each Subsidiary has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. The deposit accounts offered by the Bank are insured by the FDIC to the fullest extent permitted under applicable law. No event attributable to Borrower or the Bank has occurred which would reasonably be expected to adversely affect the status of the Bank as an FDIC-insured institution.
Subsidiary Organization. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the corporate power and authority and, except with respect to certain governmental licenses, permits, authorizations and approvals associated with Xtal FiberCore Brasil ("Xtal") that are in the process of being obtained and with respect to which Xtal is entitled to be indemnified for losses arising from the failure to so obtain by June 20, 2001, has all necessary governmental licenses, permits, authorizations and approvals to own, lease and operate its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary.
Subsidiary Organization. (a) FNB is a national banking association duly organized, validly existing and in good standing under the laws of the United States. FNB has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. FNB owns no voting stock or equity securities of any corporation, association, partnership or other entity, other than as shown on Schedule 5.3 of the FDB Book of Schedules.
Subsidiary Organization. (a) BKI is an Illinois state bank duly organized, validly existing and in good standing under the laws of the State of Illinois. BKI has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. BKI owns no voting stock or equity securities of any corporation, association, partnership or other entity, other than as shown on Schedule 4.3 of the BIF Book of Schedules.
(b) TIA Corp (i) is, or prior to the Closing will be, a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana; (ii) is, or will be prior to the Closing, duly qualified to do business and is in good standing in the states of Indiana and Illinois and in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect on BIF; and (iii) has, or will have prior to the Closing, full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. TIA Corp will own no voting stock or equity securities of any corporation, association, partnership or other entity, other than in a fiduciary or representative capacity for others.
Subsidiary Organization. The Bank is an Iowa state chartered bank duly organized, validly existing and in good standing under the laws of the State of Iowa. The Insurance Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa. Each Seller Subsidiary has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary. The deposit accounts of the Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by applicable Legal Requirements, and all premiums and assessments required to be paid in connection therewith have been paid when due. Seller has delivered or made available to Purchaser copies of the articles of incorporation or charter (or similar organizational documents) and bylaws of each Seller Subsidiary and all amendments thereto, each of which are true, complete and correct and in full force and effect as of the date of this Agreement. The Bank has no subsidiaries other than the Insurance Subsidiary.
Subsidiary Organization. Subsidiary is a corporation duly organized and validly existing, and in good standing under the laws of the State of Delaware. The jurisdictions in which Subsidiary is qualified or licensed to do business are set forth on Schedule 3.2(b). Subsidiary
(i) has all requisite corporate power and authority to own its properties and assets and to carry on the Business, and (ii) is in good standing and is duly qualified to transact business as a foreign corporation in each jurisdiction where the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business would not, individually or in the aggregate, have a Material Adverse Effect.
Subsidiary Organization. Each CDXX Subsidiary (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether Federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would have a Material Adverse Effect on CDXX, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted.
Subsidiary Organization. The Bank is the sole banking subsidiary of Issuer and is duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is also in good standing in each other jurisdiction in which the nature of business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are directly owned by Issuer, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Each Subsidiary has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. The deposit accounts of the Bank are insured by the FDIC to the fullest extent permitted under applicable law. No event attributable to Issuer or the Bank has occurred which would reasonably be expected to adversely affect the status of the Bank as an FDIC-insured institution.