Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx, General Counsel of the Company, shall have furnished to you her written opinion, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) The Company has an authorized capitalization as set forth in the Offering Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;
(ii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates);
(iii) Each Significant Subsidiary of the Company has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be; and all of the partnership interests, membership interests and issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and, in the case of corporate subsidiaries and limited liability subsidiaries, are non-assessable and the Company’s ownership interests in the Significant Subsidiaries are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or the Significant Subsidiaries, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates);
(iv) The Company and its subsidiaries have, or in those cases where such subsidiary is a general partner in a partnership or managing member in a limited liability company, such partnership or such limited liabi...
Xxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx
Xxxxxxx X. X.; XxXxxxxxxx, X. X.;
Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxx X. Xxxxx, Xx. Xxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx/Mayor to act as the Chief Executive Officer;
Xxxxxxx X. Xxxxxxxx...........................................................
Xxxxxxx X. Xxxxxxxxxxxx, President
Xxxxxxx X. Xxxxx and VALIC are approved to receive contributions to the 403(b) matching plan. VALIC will become the exclusive recipient of the School Corporation’s matching 401(a) contribution beginning with the 2010-2011 school contract year. This change of carrier will not impact funds already invested with Xxxxxxx X. Xxxxx unless the individual teacher makes the decision to move his/her individual account to VALIC. There is no requirement that the teacher move any funds currently invested with Xxxxxxx X. Xxxxx to the VALIC Account.
