Organization and Ownership. (A) GBNK is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. GBNK is a corporation duly organized, validly existing and in good standing under all Laws of the State of Delaware. GBNK and each GBNK Subsidiary has all requisite corporate power and authority to own or lease and operate all of its Properties (as defined in Section 10.10(L)) and assets, including, as applicable, each respective GBNK Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. GBNK and each GBNK Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the Properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in GBNK. True and complete copies of the Certificate of Incorporation of GBNK, as amended to date, and Bylaws of GBNK, as amended to date, and the articles or certificate of incorporation and bylaws (or comparable organizational documents) of each GBNK Subsidiary, in each case as in effect as of the date of this Agreement, have been delivered or otherwise made available to IBG.
Organization and Ownership. (A) IBG is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. IBG is a corporation duly organized, validly existing and in good standing under all Laws of the State of Texas. IBG and each IBG Subsidiary has all requisite corporate power and authority to own or lease and operate all of its properties and assets, including, as applicable, each respective IBG Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. IBG and each IBG Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in IBG. True and complete copies of the Certificate of Formation and Bylaws of IBG, as amended to date, have been delivered or are otherwise made available to GBNK.
Organization and Ownership. Each Consolidated Subsidiary is a corporation, partnership or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure or absence of any of the foregoing would not have a Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease, to carry on its business as now conducted and as proposed to be conducted, except where the absence or failure of any of the foregoing would not have a Material Adverse Effect.
Organization and Ownership. (A) Legacy is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Legacy is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland. Legacy and each Legacy Subsidiary has all requisite corporate power and authority to own or lease and operate all of its Properties and assets, including, as applicable, each respective Legacy Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Legacy and each Legacy Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the Properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in Legacy. True, correct and complete copies of the Articles of Incorporation and Bylaws of Legacy, each as amended to date, and the articles or certificate of incorporation and bylaws (or comparable organizational documents) of each Legacy Subsidiary, in each case as in effect as of the date of this Agreement, have been made available to Prosperity.
Organization and Ownership. (A) Prosperity is a financial holding company registered under the Bank Holding Company Act of 1956, as amended. Prosperity is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas. Prosperity and each Prosperity Subsidiary has all requisite corporate power and authority to own or lease and operate all of its Prosperity Properties and assets, including, as applicable, each respective Prosperity Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Prosperity and each Prosperity Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the Prosperity Properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in Prosperity. True, correct and complete copies of the Articles of Incorporation and Bylaws of Prosperity, each as amended to date and as in effect as of the date of this Agreement, have been made available to Legacy.
Organization and Ownership. BKV is a corporation validly existing and in good standing under the laws of the State of Delaware, with full power and authority and legal right to enter into and perform its obligations under this Agreement and to carry on its business in the manner and in the locations in which such business has been and is now being conducted by it. BPPUS is a corporation validly existing and in good standing under the laws of the State of Delaware, with full power and authority and legal right to enter into and perform its obligation under this Agreement and to carry on its business in the manner and in the locations in which such business has been and is now being conducted by BPPUS.
Organization and Ownership. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada, with full corporate power and authority to conduct its Business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts.
Organization and Ownership. Each Consolidated Entity and Unconsolidated Joint Venture is a corporation, partnership or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification except where the absence of such qualification would not have a Material Adverse Effect. Each such Consolidated Entity and Unconsolidated Joint Venture has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease, to carry on its business as now conducted and as proposed to be conducted. Each such Consolidated Entity or Unconsolidated Joint Venture organized as a partnership is a partnership for purposes of federal income taxation and for purposes of the tax laws of any state or locality in which the Borrower is subject to taxation based on its income.
Organization and Ownership. (i) Each of Oro de Altar and MSR (A) is a sociedad de responsabilidad limitada de capital variable, duly organized and validly existing under the laws of Mexico, (B) has all power and authority to own or lease and operate its property and, in the case of MSR, to carry out the development, construction, completion, ownership and operation of the Mine and (C) is duly qualified and is licensed and in good standing under the laws of each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. The Borrowers do not own any properties or assets and have not engaged in any business or activity other than those relating to or to be used in connection with the Mine and the Project. All of the outstanding Equity Interests in each of the Borrowers have been validly issued in compliance with the Constituent Documents of such Borrower and Applicable Law, are fully paid, non-assessable and free and clear of all Liens, except for Liens for taxes not yet due or which are subject to Contest and any Liens created in favor of the Lender under or pursuant to the Loan Documents.
Organization and Ownership. Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) is duly qualified and in good standing as a foreign corporation or company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all Governmental Authorizations, except for those Governmental Authorizations listed on Part B of Schedule 4.01(e) which are specified thereon as not being required as of the date on which this representation is made) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding Equity Interests in the Borrower and each of its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Persons and in the amounts specified on Schedule 4.01(a) hereto free and clear of all Liens, except those created under the Collateral Documents and the First Lien Loan Documents.
