Common use of Seller Subsidiaries Clause in Contracts

Seller Subsidiaries. Seller has no Subsidiaries except First Bank, and Seller owns all of the equity interests in First Bank. No capital stock (or other equity interest) of First Bank is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which First Bank is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bank. All of the shares of capital stock (or other equity interests) of First Bank are fully paid and nonassessable and are owned directly or indirectly by Seller free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”), and First Bank owns all of the equity interests in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 of the Seller Disclosure Memorandum. Each of Willhaven and FBMC has the corporate power and authority to carry on its business as now conducted and to own, lease, and operate its Assets. Each of Willhaven and FBMC is duly qualified or licensed to transact business as a foreign corporation in good standing in the states of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven is conducting no business and has no assets or liabilities. The minute book and other organizational documents for each of Willhaven and FBMC have been made available to Buyer for its review and, except as disclosed in Section 3.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board of directors (including any committees of the board of directors) and shareholders thereof.

Seller Subsidiaries. Seller has no Subsidiaries except First Bankdisclosed in Section 5.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries, that is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller owns Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Seller Disclosure Memorandum, Seller owns, directly or indirectly all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Equity Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary are fully paid and nonassessable and are owned directly or indirectly by the Seller free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”), and First Bank owns all of the equity interests Except as disclosed in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 5.4 of the Seller Disclosure Memorandum. Each , each Seller Subsidiary is a corporation, limited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and in good standing under the Laws of Willhaven the jurisdiction in which it is incorporated or organized, and FBMC has the corporate or entity power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven is conducting no business and has no assets or liabilities. The minute book and other organizational documents for each of Willhaven and FBMC Seller Subsidiary have been made available to Buyer for its review review, and, except as disclosed in Section 3.4 5.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board Board of directors (including any committees of the board of directors) Directors and shareholders thereof.

Seller Subsidiaries. Seller has no disclosed in Section 5.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries except First Bankthat is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller owns Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Seller Disclosure Memorandum, Seller owns, directly or indirectly all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary are fully paid and nonassessable (except as provided in 12 U.S.C. 55 with respect to the Bank) and are owned directly or indirectly by Seller free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”), and First Bank owns all of the equity interests Except as disclosed in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 5.4 of the Seller Disclosure Memorandum. Each , each Seller Subsidiary is a national banking association, corporation, limited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and in good standing under the Laws of Willhaven the jurisdiction in which it is incorporated or organized, and FBMC has the corporate or entity power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven is conducting no business and has no assets or liabilities. The minute book and other organizational documents for each of Willhaven and FBMC Seller Subsidiary have been made available to Buyer for its review review, and, except as disclosed in Section 3.4 5.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board Board of directors (including any committees of the board of directors) Directors and shareholders thereof.

Seller Subsidiaries. Seller has no disclosed in Section 5.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries except First Bankthat is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller owns Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Seller owns, directly or indirectly, all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Equity Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary are validly issued, fully paid and nonassessable and are owned directly or indirectly by Seller free and clear of any Lien. First Bank has no Subsidiaries except Willhaven HoldingsEach Seller Subsidiary is a bank, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”)corporation, limited liability company, limited partnership or limited liability partnership, and First Bank owns all each such Subsidiary is duly organized, validly existing, and in good standing under the Laws of the equity interests jurisdiction in Willhaven and FBMC. No capital stock (which it is incorporated or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rightsorganized, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 of the Seller Disclosure Memorandum. Each of Willhaven and FBMC has the corporate or entity power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven is conducting no business and has no assets or liabilities. The minute book and other organizational documents for each of Willhaven and FBMC Seller Subsidiary have been made available to Buyer for its review andreview, except as disclosed in Section 3.4 of the Seller Disclosure Memorandum, and are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board Board of directors (including any committees of the board of directors) Directors and shareholders thereof. Except for its interests in Subsidiaries and its ownership of marketable securities, Seller does not own, directly or indirectly, any capital stock, membership interest, partnership interest or other equity interest in any Person. Community Bank of the South is a member in good standing with the Federal Home Loan Bank of Atlanta to transact the business of banking.

Seller Subsidiaries. Seller has no disclosed in Section 4.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries except First Bankthat is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller owns Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the Law under which such entity is organized, each jurisdiction in which it is qualified or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, Seller owns, directly or indirectly, all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary are fully paid and nonassessable (except as provided in 12 U.S.C. 55 with respect to the Bank) and are owned directly or indirectly by Seller free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”), and First Bank owns all of the equity interests Except as disclosed in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 4.4 of the Seller Disclosure Memorandum. Each , each Seller Subsidiary is a national banking association, corporation, limited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and in good standing under the Laws of Willhaven the jurisdiction in which it is incorporated or organized, and FBMC has the corporate or entity power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven is conducting no business and has no assets or liabilities. The minute book and other organizational documents for each of Willhaven and FBMC Seller Subsidiary have been made available to Buyer for its review review, and, except as disclosed in Section 3.4 4.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board of directors (including any committees of the board of directors) and shareholders thereof.

Seller Subsidiaries. Seller has no disclosed in Section 5.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries except First Bankthat is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller owns Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Seller owns, directly or indirectly, all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Equity Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary are validly issued, fully paid and nonassessable and are owned directly or indirectly by Seller free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”)Each Seller Subsidiary is a bank or a corporation, and First Bank owns all each such Subsidiary is duly organized and validly existing under the Laws of the equity interests jurisdiction in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC which it is or may become required to be issued (other than to another Seller Entity) by reason of any Rightsincorporated, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 of the Seller Disclosure Memorandum. Each of Willhaven and FBMC has the corporate or entity power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is does not reasonably likely to have, individually or in the aggregate, constitute a Seller Material Adverse Effect. Willhaven is conducting no business and has no assets or liabilities. The minute book and other organizational documents for each of Willhaven and FBMC have been made available to Buyer for its review and, except as disclosed in Section 3.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board of directors (including any committees of the board of directors) and shareholders thereof.

Seller Subsidiaries. Seller has no disclosed in Section 5.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries except First Bankthat is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller owns Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the form of organization and the Law under which such entity is organized, each jurisdiction in which it is qualified or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Seller Disclosure Memorandum, Seller owns, directly or indirectly, all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary are fully paid and nonassessable (except as provided in 12 U.S.C. 55 with respect to the Bank) and are owned directly or indirectly by Seller free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”), and First Bank owns all of the equity interests Except as disclosed in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 5.4 of the Seller Disclosure Memorandum. Each , each Seller Subsidiary is a national banking association, corporation, limited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and in good standing under the Laws of Willhaven the jurisdiction in which it is incorporated or organized, and FBMC has the corporate or entity power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven is conducting no business and has no assets or liabilities. The minute book and other organizational documents for each of Willhaven and FBMC Seller Subsidiary have been made available to Buyer for its review review, and, except as disclosed in Section 3.4 5.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board Board of directors (including any committees of the board of directors) Directors and shareholders thereof.

Seller Subsidiaries. Seller has no disclosed in Section 4.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries except First Bankthat is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, Seller or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Equity Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary held by a Seller Entity are fully paid and (except pursuant to 12 U.S.C. Section 55 in the case of national banks and comparable, applicable state Law, if any, in the case of state depository institutions) nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned directly or indirectly by the Seller Entity free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”), and First Bank owns all of the equity interests Except as disclosed in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 4.4 of the Seller Disclosure Memorandum. Each , each Seller Subsidiary is either a bank, a savings association, or a corporation, limited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and (as to corporations) in good standing under the Laws of Willhaven the jurisdiction in which it is incorporated or organized, and FBMC has the corporate power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven Each Seller Subsidiary that is conducting no business a depository institution is an "insured institution" as defined in the Federal Deposit Insurance Act and has no assets or liabilitiesapplicable regulations thereunder, and the deposits in which are insured by the Bank Insurance Fund. The minute book and other organizational documents for each of Willhaven and FBMC Seller Subsidiary have been made available to Buyer for its review review, and, except as disclosed in Section 3.4 4.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board Board of directors (including any committees of the board of directors) Directors and shareholders thereof.

Seller Subsidiaries. Seller has no disclosed in Section 4.4 of the Seller Disclosure Memorandum each of the Seller Subsidiaries except First Bankthat is a corporation (identifying its jurisdiction of incorporation, each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Seller Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 4.4 of the Seller Disclosure Memorandum, Seller or one of its wholly-owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests in First Bankinterests) of each Seller Subsidiary. No capital stock (or other equity interest) of First Bank any Seller Subsidiary is or may become required to be issued (other than to another Seller Entity) by reason of any Equity Rights, and there are no Contracts by which First Bank any Seller Subsidiary is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of First Bank any Seller Subsidiary (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of First Bankany Seller Subsidiary. All of the shares of capital stock (or other equity interests) of First Bank each Seller Subsidiary held by a Seller Entity are fully paid and (except pursuant to 12 U.S.C. Section 55 in the case of national banks and comparable, applicable state Law, if any, in the case of state depository institutions) nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned directly or indirectly by the Seller Entity free and clear of any Lien. First Bank has no Subsidiaries except Willhaven Holdings, LLC (“Willhaven”) and First Bank Mortgage Corporation (“FBMC”), and First Bank owns all of the equity interests Except as disclosed in Willhaven and FBMC. No capital stock (or other equity interest) of Willhaven or FBMC is or may become required to be issued (other than to another Seller Entity) by reason of any Rights, and there are no Contracts by which Willhaven or FBMC is bound to issue (other than to another Seller Entity) additional shares of its capital stock (or other equity interests) or Rights or by which any Seller Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of Willhaven or FBMC (other than to another Seller Entity). There are no Contracts relating to the rights of any Seller Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of Willhaven or FBMC. All of the shares of capital stock (or other equity interests) of Willhaven and FBMC are fully paid and nonassessable and are owned directly or indirectly by First Bank free and clear of any Lien. Willhaven and FBMC conduct no operations and have no assets other than as set forth on Section 3.4 4.4 of the Seller Disclosure Memorandum. Each , each Seller Subsidiary is either a bank, a savings association, or a corporation, limited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and (as to corporations) in good standing under the Laws of Willhaven the jurisdiction in which it is incorporated or organized, and FBMC has the corporate power and authority to carry on its business as now conducted and necessary for it to own, lease, and operate its AssetsAssets and to carry on its business as now conducted. Each of Willhaven and FBMC Seller Subsidiary is duly qualified or licensed to transact business as a foreign corporation entity in good standing in the states States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions where in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect. Willhaven Each Seller Subsidiary that is conducting no business a depository institution is an “insured institution” as defined in the Federal Deposit Insurance Act and has no assets or liabilitiesapplicable regulations thereunder, and the deposits in which are insured by the Bank Insurance Fund. The minute book and other organizational documents for each of Willhaven and FBMC Seller Subsidiary have been made available to Buyer for its review review, and, except as disclosed in Section 3.4 4.4 of the Seller Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the respective board Board of directors (including any committees of the board of directors) Directors and shareholders thereof.