Common use of Existence; Good Standing; Authority; Compliance With Law Clause in Contracts

Existence; Good Standing; Authority; Compliance With Law. MART is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland. MART is duly licensed or qualified to do business as a foreign entity and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of MART and the MART Subsidiaries taken as a whole (a "MART Material Adverse Effect"). MART has all requisite real estate investment trust power and authority to own, operate and lease its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and could not reasonably be expected to have a MART Material Adverse Effect. Neither MART nor any of the MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART or any MART Subsidiary or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to have a MART Material Adverse Effect. MART and the MART Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action has not had or could not reasonably be expected to have a MART Material Adverse Effect. The charter or other equivalent documents, bylaws, organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure Letter.

Existence; Good Standing; Authority; Compliance With Law. MART Kimco and Merger Sub are corporations, and each is a real estate investment trust duly organizedincorporated, validly existing and in good standing under the laws of the State its jurisdiction of Marylandincorporation. MART Kimco is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely to have a material adverse effect on the business, assets, results of operations, properties, assets, liabilities operations or condition (contingent financial or otherwise) or financial condition of MART Kimco and the MART its Subsidiaries taken as a whole (a "MART Kimco Material Adverse Effect"). MART Kimco has all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as it is now being conducted. Each MART Subsidiary (as defined in this Section 5.1) of Kimco's Subsidiaries is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC company or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART Kimco Material Adverse Effect. Neither MART Kimco nor any of the MART or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Kimco or any MART Subsidiary of its Subsidiaries or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART Kimco Material Adverse Effect. MART To the knowledge of the executive officers of Kimco, Kimco and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has not had or could not reasonably be expected to would have a MART Kimco Material Adverse Effect. The charter or other equivalent documentsTrue and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organizational documents organization documents, and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has have been previously delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure LetterPrice REIT.

Existence; Good Standing; Authority; Compliance With Law. MART New Plan is a real estate investment an unincorporated business trust duly organizedestablished, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. MART New Plan is duly licensed or qualified to do business as a foreign entity and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business therein as a Massachusetts business trust makes such licensing or qualification necessary, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually qualified or in the aggregategood standing would not have a "New Plan Material Adverse Effect." For purposes of this Agreement, has not had and is not likely to have a "New Plan Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations, properties, assets, liabilities operations or condition (contingent financial or otherwise) or financial condition of MART New Plan and the MART its Subsidiaries taken as a whole (a "MART Material Adverse Effect"or any matter which is reasonably likely to have such an effect). MART has all requisite real estate investment trust The Declaration of Trust confers upon the trustees named therein, and their successors in trust, power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) of New Plan's Subsidiaries is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC company or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which each jurisdiction where the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions where the such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART New Plan Material Adverse Effect. Neither MART Except as set forth in Schedule 5.1 of the New Plan Disclosure Letter, or as disclosed in the New Plan Reports filed prior to the date hereof, neither New Plan nor any of the MART its Subsidiaries is in violation of any order of any court, governmental 12 authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART New Plan or any MART Subsidiary of its Subsidiaries or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART New Plan Material Adverse Effect. MART To the knowledge of the executive officers of New Plan, New Plan and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has not had or could not reasonably be expected to would have a MART New Plan Material Adverse Effect. The True and correct copies of New Plan's Declaration of Trust and its Subsidiaries' charter or other equivalent documents, and bylaws, organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has have been previously delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure LetterExcel.

Existence; Good Standing; Authority; Compliance With Law. MART is Bradxxx xx a real estate investment trust corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland. MART is Bradxxx xx duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) operations or financial condition of MART and Bradxxx xxx the MART Subsidiaries Bradxxx Xxxsidiaries (as defined below) taken as a whole (a "MART Material Bradxxx Xxxerial Adverse Effect"). MART has Bradxxx xxx all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) of the Bradxxx Xxxsidiaries is a corporation, limited liability company ("LLC") or partnership corporation duly incorporated or organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC or partnership corporate power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART Material Bradxxx Xxxerial Adverse Effect. Neither MART nor Bradxxx xxx any of the MART Subsidiaries Bradxxx Xxxsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART or Bradxxx xx any MART Subsidiary Bradxxx Xxxsidiary or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART Material Bradxxx Xxxerial Adverse Effect. MART and Bradxxx xxx the MART Subsidiaries Bradxxx Xxxsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action has not had or could not reasonably be expected to would have a MART Material Bradxxx Xxxerial Adverse Effect. The charter or Copies of the Charter and other equivalent documents, bylaws, organizational documents and partnership and joint venture agreements Bylaws (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and Bradxxx xxx each joint venture in which MART or a MART Subsidiary is a party of the Bradxxx Xxxsidiaries are listed in Section 5.1 6.1 of the MART Disclosure Letter Bradxxx Xxxclosure Letter, and MART has the copies of such documents, which have previously been delivered or made available to Kimco Tuckxx xx its counsel, are true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property)copies. For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure Letter.For

Existence; Good Standing; Authority; Compliance With Law. MART is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland. MART is duly licensed or qualified to do business as a foreign entity and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of MART and the MART Subsidiaries taken as a whole (a "“MART Material Adverse Effect"”). MART has all requisite real estate investment trust power and authority to own, operate and lease its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) is a corporation, limited liability company ("“LLC"”) or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and could not reasonably be expected to have a MART Material Adverse Effect. Neither MART nor any of the MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART or any MART Subsidiary or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to have a MART Material Adverse Effect. MART and the MART Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action has not had or could not reasonably be expected to have a MART Material Adverse Effect. The charter or other equivalent documents, bylaws, organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("“MART LP"”) and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any Table of the entities listed under such heading in Section 5.4 of the MART Disclosure Letter.Contents

Existence; Good Standing; Authority; Compliance With Law. MART Biopool is a real estate investment trust corporation, Merger Sub is a corporation, and each is duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Marylandincorporation or organization. MART Biopool is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) operations or financial condition of MART Biopool and the MART its Subsidiaries taken as a whole (a "MART Biopool Material Adverse Effect"). MART Biopool has all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) of Biopool's Subsidiaries is a corporation, limited liability company ("LLC") or partnership corporation duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC or partnership corporate power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART Biopool Material Adverse Effect. Neither MART To the best knowledge of the executive officers of Biopool, neither Biopool nor any of the MART Subsidiaries Biopool subsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Biopool or any MART Subsidiary of its Subsidiaries or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART Biopool Material Adverse Effect. MART Biopool and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has would not had or could not reasonably be expected to have a MART Biopool Material Adverse Effect. The Copies of Biopool's and its Subsidiaries' respective charter or other equivalent documents, bylaws, organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has Bylaws have been previously delivered or made available to Kimco Source and such documents are listed in the Biopool Disclosure Letter and are true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure Lettercorrect.

Existence; Good Standing; Authority; Compliance With Law. MART Source is a real estate investment trust corporation duly organizedincorporated, validly existing and in good standing under the laws of the State its jurisdiction of Marylandincorporation. MART Source is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) operations or financial condition of MART Source and the MART its Subsidiaries taken as a whole (a "MART Source Material Adverse Effect"). MART Source has all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) of Source's Subsidiaries is a corporation, limited liability company ("LLC") corporation or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART Source Material Adverse Effect. Neither MART To the best knowledge of the executive officers of Source, neither Source nor any of the MART its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Source or any MART Source Subsidiary or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART Source Material Adverse Effect. MART Source and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has would not had or could not reasonably be expected to have a MART Source Material Adverse Effect. The charter or other equivalent documentsCopies of Source's and its Subsidiaries' Articles of Incorporation, bylawsBylaws, organizational organization documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has have been previously delivered or made available to Kimco Biopool and such documents are listed in the Source Disclosure Letter and are true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure Lettercorrect.

Existence; Good Standing; Authority; Compliance With Law. MART Legacy is a real estate investment trust corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of MarylandDelaware. MART Legacy is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely reasonably be expected to have a material adverse effect on the business, assets, results of operations, properties, assets, liabilities operations or condition (contingent financial or otherwise) or financial condition of MART Legacy and the MART its Subsidiaries taken as a whole (a "MART Legacy Material Adverse Effect"). MART Legacy has all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as now being conducted. Each MART Subsidiary (as defined in this Section 5.1) of Legacy's Subsidiaries is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC company or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART Legacy Material Adverse Effect. Neither MART Legacy nor any of the MART its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Legacy or any MART Subsidiary of its Subsidiaries or any of their respective properties or assets is subject, except where such violation has would not had or could not reasonably be expected to have a MART Legacy Material Adverse Effect. MART To the knowledge of Legacy, Legacy and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has would not had or could not reasonably be expected to have a MART Legacy Material Adverse Effect. The charter or other equivalent documents, bylaws, organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure Letter.Adverse

Existence; Good Standing; Authority; Compliance With Law. MART Enterprises is a real estate investment trust corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland. MART Enterprises is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely reasonably be expected to have a material adverse effect on the business, assets, results of operations, properties, assets, liabilities operations or condition (contingent financial or otherwise) or financial condition of MART Enterprises and the MART its Subsidiaries taken as a whole (a an "MART Enterprises Material Adverse Effect"). MART Enterprises has all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as it is now being conducted. Each MART Subsidiary (as defined in this Section 5.1) of Enterprises' Subsidiaries is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC company or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART an Enterprises Material Adverse Effect. Neither MART Enterprises nor any of the MART its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Enterprises or any MART Subsidiary of its Subsidiaries or any of their respective properties or assets is subject, except where such violation has would not had or could not reasonably be expected to have a MART an Enterprises Material Adverse Effect. MART To the knowledge of Enterprises, Enterprises and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has would not had or could not reasonably be expected to have a MART an Enterprises Material Adverse Effect. The charter or other equivalent documentsCopies of Enterprises' and its Subsidiaries' charter, bylaws, organizational documents organization documents, and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has have been previously delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure LetterLegacy.

Existence; Good Standing; Authority; Compliance With Law. MART Excel is a real estate investment trust corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland. MART Excel is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business therein makes such licensing or qualification necessary, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually qualified or in the aggregategood standing would not have an Excel Material Adverse Effect (as herein defined). For purposes of this Agreement, has not had and is not likely to have an "Excel Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations, properties, assets, liabilities operations or condition (contingent financial or otherwise) or financial condition of MART Excel and the MART its Subsidiaries taken as a whole (a "MART Material Adverse Effect"or any matter which is reasonably likely to have such an effect). MART Each of Excel and Excel's Subsidiaries has all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as it is now being conducted. Each MART Subsidiary (as defined in this Section 5.1) of Excel's Subsidiaries is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC company or partnership power and authority to own its properties and to carry on 27 its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which each jurisdiction where the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions where the such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART an Excel Material Adverse Effect. Neither MART Excel nor any of the MART or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Excel or any MART Subsidiary of its Subsidiaries or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART an Excel Material Adverse Effect. MART To the knowledge of the executive officers of Excel, Excel and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has not had or could not reasonably be expected to would have a MART an Excel Material Adverse Effect. The True and correct copies of Excel's and its Subsidiaries' charter or other equivalent documents, bylaws, organizational documents and bylaws and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has have been previously delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure LetterNew Plan.

Existence; Good Standing; Authority; Compliance With Law. MART Walden is a real estate investment trust duly corporation xxxx organized, incorporated, validly existing and in good standing under the laws of the State of Maryland. MART Walden is duly licensed or qualified xx xxalified to do business as a foreign entity and is in good standing under the laws of any other each state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) operations or financial condition of MART Walden and the MART Subsidiaries taken its Subsidiaxxxx xaken as a whole (a "MART Walden Material Adverse EffectXxxxxt"). MART Walden has all requisite real estate investment trust power requisitx xxxxr and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) WDOP is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organizationDelaware, has the corporate, LLC or requisite partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary conducted and as contemplated by this Agreement and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART Walden Material Adverse EffectXxxxxt. Neither MART Walden nor any of the MART Subsidiaries its Sxxxxxxaries is in violation of any order of any court, governmental authority body or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Walden or any MART Subsidiary of its Suxxxxxxries or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART Walden Material Adverse EffectXxxxxt. MART Walden and the MART Subsidiaries have its Subsidiaxxxx xave obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has not had or could not reasonably be expected to would have a MART Walden Material Adverse EffectXxxxxt. The charter or other equivalent documents, bylaws, organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 Copies of the MART Disclosure Letter Organizational Documents of Walden and MART has delivered WDOP have bexx xxxivered or made available to Kimco true Drever and its counsel, are complete and correct copies and are in full force and effect as of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure Letterdate hereof.

Existence; Good Standing; Authority; Compliance With Law. MART ARM is a real estate investment trust corporation duly organized, validly existing and in good standing under the laws of the State of MarylandOhio. MART ARM is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually qualified or in the aggregate, has good standing would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of MART and the MART Subsidiaries taken as a whole (a "MART ARM Material Adverse Effect"" (hereinafter defined). MART ARM has all requisite real estate investment trust corporate power and authority to own, operate and lease its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) ARM is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and could not reasonably be expected to have a MART Material Adverse Effect. Neither MART nor any of the MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART or any MART Subsidiary or any of their respective properties or assets it is subject, except where such the violation has would not had or could not reasonably be expected to have a MART an XpiData Material Adverse Effect. MART and the MART Subsidiaries have obtained ARM has all licenses, permits and other authorizations authorizations, including licenses to act as a consumer collection agency in the states set forth in the ARM Disclosure Letter (the "Permits") and have has taken all actions required by applicable law or governmental regulations in connection with their its business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has would not had or could not reasonably be expected to have a MART an ARM Material Adverse Effect. The charter Permits are valid, and ARM has not received any notice that any governmental authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former officer, manager, member or employee of ARM or any affiliate thereof, or any other person, firm, corporation or other equivalent documentsentity, bylawsowns or has any proprietary, organizational documents financial or other interest (direct or indirect) in any Permits. ARM has conducted and partnership is conducting its business in compliance with the requirements, standards, criteria and joint venture agreements conditions set forth in the Permits and other applicable orders, statutes, approvals, judgments, decrees, plans, variances, rules and regulations of federal, state, county, municipal authorities, agencies or boards (and in each such casecollectively, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LPLaws") and each joint venture is not in which MART violation of any of the foregoing except where such failure would not have an ARM Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under, or a MART Subsidiary is a party are listed in Section 5.1 of breach or violation of, or adversely affect the MART Disclosure Letter rights and MART has delivered or made available benefits afforded to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including ARM, by any that own any Property)Permit. For the purposes of this Agreement, an ARM Material Adverse Effect shall mean any event, occurrence, act or omission that would have a material adverse effect on the term "MART Subsidiary" shall include any business, results of the entities listed under such heading in Section 5.4 operations or financial condition, assets or liabilities of the MART Disclosure LetterARM.

Existence; Good Standing; Authority; Compliance With Law. MART Excel is a real estate investment trust corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland. MART Excel is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business therein makes such licensing or qualification necessary, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually qualified or in the aggregategood standing would not have an Excel Material Adverse Effect (as herein defined). For purposes of this Agreement, has not had and is not likely to have an "Excel Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations, properties, assets, liabilities operations or condition (contingent financial or otherwise) or financial condition of MART Excel and the MART its Subsidiaries taken as a whole (a "MART Material Adverse Effect"or any matter which is reasonably likely to have such an effect). MART Each of Excel and Excel's Subsidiaries has all requisite real estate investment trust corporate power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as it is now being conducted. Each MART Subsidiary (as defined in this Section 5.1) of Excel's Subsidiaries is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC company or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary , and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which each jurisdiction where the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions where the such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART an Excel Material Adverse Effect. Neither MART Excel nor any of the MART or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Excel or any MART Subsidiary of its Subsidiaries or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART an Excel Material Adverse Effect. MART To the knowledge of the executive officers of Excel, Excel and the MART its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has not had or could not reasonably be expected to would have a MART an Excel Material Adverse Effect. The True and correct copies of Excel's and its Subsidiaries' charter or other equivalent documents, bylaws, organizational documents and bylaws and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has have been previously delivered or made available to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure LetterNew Plan.

Existence; Good Standing; Authority; Compliance With Law. MART POS is a real estate investment trust corporation duly organized, validly existing and in good standing under the laws of the State of MarylandOhio. MART POS is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually qualified or in the aggregate, has good standing would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of MART and the MART Subsidiaries taken as a whole (a "MART POS Material Adverse Effect"" (hereinafter defined). MART POS has all requisite real estate investment trust corporate power and authority to own, operate and lease its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) POS is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and could not reasonably be expected to have a MART Material Adverse Effect. Neither MART nor any of the MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART or any MART Subsidiary or any of their respective properties or assets it is subject, except where such the violation has would not had or could not reasonably be expected to have a MART POS Material Adverse Effect. MART and the MART Subsidiaries have obtained POS has all licenses, permits and other authorizations (the "Permits") and have has taken all actions required by applicable law or governmental regulations in connection with their its business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has would not had or could not reasonably be expected to have a MART POS Material Adverse Effect. The charter Permits are valid, and POS has not received any notice that any governmental authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former officer, manager, member or employee of POS or any affiliate thereof, or any other person, firm, corporation or other equivalent documentsentity, bylawsowns or has any proprietary, organizational documents financial or other interest (direct or indirect) in any Permits. POS has conducted and partnership is conducting its business in compliance with the requirements, standards, criteria and joint venture agreements conditions set forth in the Permits and other applicable orders, statutes, approvals, judgments, decrees, plans, variances, rules and regulations of federal, state, county, municipal authorities, agencies or boards (and in each such casecollectively, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LPLaws") and each joint venture is not in which MART violation of any of the foregoing except where such failure would not have a POS Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under, or a MART Subsidiary is a party are listed in Section 5.1 of breach or violation of, or adversely affect the MART Disclosure Letter rights and MART has delivered or made available benefits afforded to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including POS, by any that own any Property)Permit. For the purposes of this Agreement, a POS Material Adverse Effect shall mean any event, occurrence, act or omission that would have a material adverse effect on the term "MART Subsidiary" shall include any business, results of the entities listed under such heading in Section 5.4 operations or financial condition, assets or liabilities of the MART Disclosure LetterPOS.

Existence; Good Standing; Authority; Compliance With Law. MART XpiData is a real estate investment trust corporation duly organized, validly existing and in good standing under the laws of the State of MarylandArizona. MART XpiData is duly licensed or qualified to do business as a foreign entity corporation and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually qualified or in the aggregate, has good standing would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of MART and the MART Subsidiaries taken as a whole (a "MART XpiData Material Adverse Effect"" (hereinafter defined). MART XpiData has all requisite real estate investment trust corporate power and authority to own, operate and lease its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) XpiData is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, LLC or partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and could not reasonably be expected to have a MART Material Adverse Effect. Neither MART nor any of the MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART or any MART Subsidiary or any of their respective properties or assets it is subject, except where such the violation has would not had or could not reasonably be expected to have a MART an XpiData Material Adverse Effect. MART and the MART Subsidiaries have obtained XpiData has all licenses, permits and other authorizations (the "Permits") and have has taken all actions required by applicable law or governmental regulations in connection with their its business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has would not had or could not reasonably be expected to have a MART an XpiData Material Adverse Effect. The charter Permits are valid, and XpiData has not received any notice that any governmental authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former officer, manager, member or employee of XpiData or any affiliate thereof, or any other person, firm, corporation or other equivalent documentsentity, bylawsowns or has any proprietary, organizational documents financial or other interest (direct or indirect) in any Permits. XpiData has conducted and partnership is conducting its business in compliance with the requirements, standards, criteria and joint venture agreements conditions set forth in the Permits and other applicable orders, statutes, approvals, judgments, decrees, plans, variances, rules and regulations of federal, state, county, municipal authorities, agencies or boards (and in each such casecollectively, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LPLaws") and each joint venture is not in which MART violation of any of the foregoing except where such failure would not have an XpiData Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under, or a MART Subsidiary is a party are listed in Section 5.1 of breach or violation of, or adversely affect the MART Disclosure Letter rights and MART has delivered or made available benefits afforded to Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including XpiData, by any that own any Property)Permit. For the purposes of this Agreement, an XpiData Material Adverse Effect shall mean any event, occurrence, act or omission that would have an material adverse effect on the term "MART Subsidiary" shall include any business, results of the entities listed under such heading in Section 5.4 operations or financial condition, assets or liabilities of the MART Disclosure LetterXpiData.

Existence; Good Standing; Authority; Compliance With Law. MART Walden is a real estate investment trust duly corporatixx xxxy organized, incorporated, validly existing and in good standing under the laws of the State of Maryland. MART Walden is duly licensed licensxx or qualified to do business as a foreign entity and is in good standing under the laws of any other state of the United States 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, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so licensed or qualified, individually or in the aggregate, has qualified would not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) operations or financial condition of MART Walden and the MART Subsidiaries Subsidxxxxxx (as defined below) taken as a whole (a "MART Walden Material Adverse EffectAdverxx Xxxect"). MART Walden has all requisite real estate investment trust rxxxxxxte power and authority to own, operate operate, lease and lease encumber its assets and properties and carry on its business as now conducted. Each MART Subsidiary (as defined in this Section 5.1) WDOP is a corporation, limited liability company ("LLC") or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organizationDelaware, has the corporate, LLC or requisite partnership power and authority to own its properties and to carry on its business as it is now being conducted. Each MART Subsidiary conducted and as contemplated by this Agreement and is duly qualified to do business and is in good standing in the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except where the for jurisdictions in which such failure to be so licensed qualified or qualified, individually or to be in the aggregate, has good standing would not had and could not reasonably be expected to have a MART Walden Material Adverse EffectAdverxx Xxxect. Neither MART Walden nor any of the MART Subsidiaries Xxxxxdiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MART Walden or any MART Subsidiary of xxx Xubsidiaries or any of their respective properties or assets is subject, except where such violation has not had or could not reasonably be expected to would have a MART Walden Material Adverse Xxxxxxe Effect. MART Walden and the MART Subsidiaries its Subsidxxxxxx have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action has not had or could not reasonably be expected to would have a MART Walden Material Adverse Xxxxxxe Effect. The charter or other equivalent documents, bylaws, organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 Copies of the MART Disclosure Letter articles of incorporation and MART has bylaws of Walden and the partnexxxxx agreement of WDOP have been delivered or made available to Kimco true Drever and its counsel, are complete and correct copies and are in full force and effect as of the organizational documents for date hereof. 2 Authorization, Validity and Effect of Agreements. Walden and WDOP have xxx xxquisite corporate and partnership power and authority, respectively, to execute and deliver this Agreement and consummate the transactions contemplated hereby. Subject only to the approval of the issuance of the shares of Common Stock to be issued by Walden upon exchange xx xxx Common Units and the exercise of the Warrants by the Walden Stockholders, xxx consummation by each material operating MART Subsidiary (including any that own any Property)of Walden and WDOP of thxx Xxxeement and the transactions contemplated hereby have been duly authorized by all requisite corporate and partnership action on the part of Walden and WDOP, respxxxxxxly. For Assuming the purposes due and valid authorization, execution and delivery of this AgreementAgreement by Drever, AOF and AOFII, this Agreement constitutes the term "MART Subsidiary" shall include any valid and legally binding obligation of the entities listed under such heading each of Walden and WDOP, enfoxxxxxxe against each of Walden and WDOP in Section 5.4 acxxxxxxce with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of the MART Disclosure Letter.equity. 3