Common use of Organization, Corporate Power, Etc Clause in Contracts

Organization, Corporate Power, Etc. Tehama is a California corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Tehama is a bank holding company registered under the BHCA. Each of Tehama's Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as it is being conducted on the date of this Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Tehama taken as a whole or the ability of Tehama to consummate the transactions contemplated by this Agreement. Tehama has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all requisite Regulatory Approvals, Tehama will have the requisite corporate power and authority to perform its respective obligations hereunder with respect to the consummation of the transactions contemplated hereby. Tehama is the sole shareholder of Tehama Bank. Tehama Bank is a California state-chartered banking institution duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Tehama Bank is authorized by the CDFI to conduct a general banking business. Tehama Bank is a member of the Federal Reserve System. Tehama Bank's deposits are insured by the FDIC in the manner and to the full extent provided by law. Tehama Bank maintains and operates branch offices only in the State of California. Neither the scope of business or Tehama, or any Subsidiary of Tehama, including Tehama Bank, nor the location of any of their respective properties, requires that Tehama or any of its respective Subsidiaries be licensed or qualified to conduct business in any jurisdiction other than the state of California, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Tehama taken as a whole.

Organization, Corporate Power, Etc. Tehama Humboldt is a California corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Tehama Humboldt is a bank holding company registered under the BHCA. Each of TehamaHumboldt's Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as it is being conducted on the date of this Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Tehama Humboldt taken as a whole or the ability of Tehama Humboldt to consummate the transactions contemplated by this Agreement. Tehama Humboldt has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all requisite Requisite Regulatory Approvals, Tehama Humboldt will have the requisite corporate power and authority to perform its respective obligations hereunder with respect to the consummation of the transactions contemplated hereby. Tehama Humboldt is the sole shareholder of Tehama Humboldt Bank, Capitol Valley Bank and Capitol Thrift & Loan. Tehama Humboldt Bank and Capitol Valley Bank are California state-chartered banking institutions duly organized, validly existing and in good standing under the laws of the State of California and each has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Humboldt Bank and Capitol Valley Bank are authorized by the CDFI to conduct general banking businesses. Humboldt Bank is not a member of the Federal Reserve System and Capitol Valley Bank is not a member of the Federal Reserve System. Both Humboldt Bank's and Capitol Valley Bank's deposits are insured by the FDIC in the manner and to the full extent provided by law. Humboldt Bank and Capitol Valley Bank each maintains and operates branch offices only in the State of California. Capitol Thrift & Loan is a California state-chartered banking institution industrial loan company duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Tehama Bank Capitol Thrift & Loan is authorized by the CDFI to conduct a general banking industrial loan business. Tehama Bank Capitol Thrift & Loan is not a member of the Federal Reserve System. Tehama BankCapitol Thrift & Loan's deposits are insured by the FDIC in the manner and to the full extent provided by law. Tehama Bank Capitol Thrift & Loan maintains and operates branch offices only in the State of California. Neither the scope of business or Tehama, of Humboldt or any Subsidiary of Tehama, including Tehama BankSubsidiary, nor the location of any of their respective properties, requires that Tehama Humboldt or any of its respective Subsidiaries be licensed or qualified to conduct business in any jurisdiction other than the state of Californiathose jurisdictions in which they are licensed or qualified to do business as a foreign corporation, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Tehama Humboldt taken as a whole.

Organization, Corporate Power, Etc. Tehama BANCORP is a California corporation duly organized, validly existing and in good standing under the laws of the State of California and has have all requisite corporate power and authority to own, lease and operate its respective properties and assets and to carry on its respective business substantially as it is being conducted on the date of this Agreement. Tehama BANCORP is a bank holding company registered under the BHCA. Each of TehamaBANCORP's Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as it is being conducted on the date of this Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Tehama BANCORP taken as a whole or the ability of Tehama BANCORP to consummate the transactions contemplated by this Agreement. Tehama BANCORP has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all requisite Requisite Regulatory Approvals, Tehama BANCORP will have the requisite corporate power and authority to perform its respective obligations hereunder with respect to the consummation of the transactions contemplated hereby. Tehama BANCORP is the sole shareholder of Tehama BankBANK. Tehama Bank BANK is a California state-chartered banking institution duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Tehama Bank is authorized by the CDFI to conduct a general banking businessbusiness in California. Tehama Bank BANK is not a member of the Federal Reserve System. Tehama BankBANK's deposits are insured by the FDIC in the manner and to the full extent provided by law. Tehama Bank maintains and operates branch offices only in the State of California. Neither the scope of business or Tehama, of BANCORP or any Subsidiary of TehamaSubsidiary, including Tehama BankBANK, nor the location of any of their respective properties, requires that Tehama BANCORP or any of its respective Subsidiaries be licensed or qualified to conduct business in any jurisdiction other than the state of Californiathose jurisdictions in which they are licensed or qualified to do business as a foreign corporation, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Tehama BANCORP taken as a whole.

Organization, Corporate Power, Etc. Tehama Auburn is a California corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Tehama Auburn is a bank holding company registered under the BHCA. Each of Tehama's Auburn’s Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as it is being conducted on the date of this Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Tehama Auburn taken as a whole or the ability of Tehama Auburn to consummate the transactions contemplated by this Agreement. Tehama Auburn has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all requisite Regulatory Approvals, Tehama Auburn will have the requisite corporate power and authority to perform its respective obligations hereunder with respect to the consummation of the transactions contemplated hereby. Tehama Auburn is the sole shareholder of Tehama AC Bank. Tehama AC Bank is a California state-chartered banking institution duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Tehama Bank is bank authorized by the CDFI to conduct a general banking businessbusiness in California. Tehama AC Bank is not a member of the Federal Reserve System. Tehama AC Bank's ’s deposits are insured by the FDIC in the manner and to the full extent provided by law. Tehama Bank maintains and operates branch offices only in the State of California. Neither the scope of business or TehamaAuburn, or any Subsidiary of TehamaAuburn, including Tehama AC Bank, nor the location of any of their respective properties, requires that Tehama Auburn or any of its respective Subsidiaries be licensed or qualified to conduct business in any jurisdiction other than the state of Californiathose jurisdictions in which they are licensed or qualified to do business as a foreign corporation, where the failure to be so licensed or qualified would, individually or in the aggregate, have a Material Adverse Effect on Tehama Auburn taken as a whole.