Common use of Subsidiary Organization Clause in Contracts

Subsidiary Organization. (a) BKI is an Illinois state bank duly organized, validly existing and in good standing under the laws of the State of Illinois. BKI has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. BKI owns no voting stock or equity securities of any corporation, association, partnership or other entity, other than as shown on Schedule 4.3 of the BIF Book of Schedules. (b) TIA Corp (i) is, or prior to the Closing will be, a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana; (ii) is, or will be prior to the Closing, duly qualified to do business and is in good standing in the states of Indiana and Illinois and in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect on BIF; and (iii) has, or will have prior to the Closing, full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. TIA Corp will own no voting stock or equity securities of any corporation, association, partnership or other entity, other than in a fiduciary or representative capacity for others.