ORGANIZATION, CONDUCT OF BUSINESS, ETC. FSC and FSB (i) are each duly organized and validly existing and in good standing under the laws of Delaware (in the case of FSC), or the State of Nevada (in the case of FSB), (ii) have all requisite power and authority (corporate and other) to own their respective properties and conduct their respective businesses as now being conducted, (iii) are each duly qualified to do business and are in good standing in each jurisdiction in which the character of the properties owned or leased by them therein or in which the transaction of their respective businesses makes such qualification necessary, except when failure to so qualify would not have a Material Adverse Effect on FSC and its consolidated subsidiaries, and (iv) are not transacting business, or operating any properties owned or leased by any of them, in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on FSC and its consolidated subsidiaries.
ORGANIZATION, CONDUCT OF BUSINESS, ETC. O&H (i) is duly organized, validly existing and in good standing under the laws of the State of Utah; (ii) has all requisite power and authority (corporate and other) to own its properties and conduct its businesses as now being conducted; (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its businesses require such qualification, except where failure to so qualify would not have a material adverse effect on O&H or its businesses, operations, properties, assets or condition (financial or otherwise); and (iv) is not transacting business, or operating any properties owned or leased by it, in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a material adverse effect on O&H or its businesses, operations, properties, assets or condition (financial or otherwise). The states in which O&H is qualified to do business are listed on Section 5.2 of the Disclosure Schedule. There has not been any claim by any other state or jurisdiction to the effect that O&H is required to qualify or otherwise be authorized to do business as a foreign corporation therein.
ORGANIZATION, CONDUCT OF BUSINESS, ETC. Each of Bancorp and Bank (i) is duly organized and validly existing and in good standing under the laws of the State of Nevada, (ii) has all requisite power and authority (corporate and other) to own its properties and conduct its business as now being conducted, (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where failure to so qualify would not have a Material Adverse Effect, as defined in Section 11.17, below, on Bancorp or Bank or their respective businesses, operations, properties, assets or condition (financial or otherwise), and (iv) is not transacting business, or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on Bancorp or Bank or their respective businesses, operations, properties, assets or condition (financial or otherwise). Other than Bancorp's ownership of Bank and except as set forth in Schedule 5.1, neither Bancorp nor Bank owns any equity interest in any other business organization and neither Bancorp nor Bank is a party to any joint venture or similar enterprise.
ORGANIZATION, CONDUCT OF BUSINESS, ETC. The Company (i) is duly organized and validly existing under the laws of California, (ii) has all requisite power and authority (corporate and other) to own its properties and conduct its business as now being conducted, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary.
ORGANIZATION, CONDUCT OF BUSINESS, ETC. Clyra (i) is duly organized and validly existing and in good standing under the laws of California, (ii) has all requisite power and authority (corporate and other) to own its properties and conduct its business as now being conducted, (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except when failure to so qualify would not have a material adverse effect on the Company, and (iv) is not transacting business, or operating any properties owned or leased, in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a material adverse effect on the Company.
ORGANIZATION, CONDUCT OF BUSINESS, ETC. Scion (i) is duly organized and validly existing and in good standing under the laws of Indiana, (ii) has all requisite power and authority (limited liability company and other) to own its properties and conduct its business as now being conducted, (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except when failure to so qualify would not have a material adverse effect on the Company, and (iv) is not transacting business, or operating any properties owned or leased, in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a material adverse effect on the Company.
ORGANIZATION, CONDUCT OF BUSINESS, ETC. Pannonian (i) is duly organized and validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite power and authority (corporate and other) to own its properties and conduct its business as now being conducted, (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where failure to so qualify would not have a Material Adverse Effect, as defined in Section 10.16, below, on Pannonian or its businesses, operations, properties, assets or condition (financial or otherwise), and (iv) is not transacting business, or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on Pannonian or its businesses, operations, properties, assets or condition (financial or otherwise). Other than with respect to Pannonian's planned reorganization of its properties as described in Section 7.2(h), Pannonian does not own any equity interest in any other business organization and Pannonian is not a party to any joint venture or similar enterprise other than in the ordinary course of business in connection with the exploration and development of hydrocarbon resources.
ORGANIZATION, CONDUCT OF BUSINESS, ETC. DOLPHIN (i) is duly organized and validly existing and in good standing under the laws of the State of Nevada, (ii) has all requisite power and authority (corporate and other) to own its properties and conduct its business as now being conducted, (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where failure to so qualify would not have a Material Adverse Effect, as defined in Section 10.5, below, on DOLPHIN or its businesses, operations, properties, assets or condition (financial or otherwise), and (iv) is not transacting business, or operating any properties owned or leased by it in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on DOLPHIN or its businesses, operations, properties, assets or condition (financial or otherwise). DOLPHIN does not own any equity interest in any other business organization and DOLPHIN is not a party to any joint venture or similar enterprise other than in the ordinary course of business in connection with the exploration and development of hydrocarbon resources.
