Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 15 contracts

Samples: Agreement and Plan of Merger (Extra Space Storage Inc.), Agreement and Plan of Merger (Nationwide Health Properties Inc), Agreement and Plan of Merger (Ventas Inc)

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Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Kite Realty Group Trust), Agreement and Plan of Merger (Kite Realty Group, L.P.), Agreement and Plan of Merger (Urstadt Biddle Properties Inc)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (American Campus Communities Inc), Agreement and Plan of Merger (Indus Realty Trust, Inc.), Agreement and Plan of Merger (Preferred Apartment Communities Inc)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc), Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Cole Real Estate Investments, Inc.)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation and has the requisite corporate or other organizational power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing that, that would not individually or in the aggregate, have not had and would not reasonably aggregate be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (InterPrivate Acquisition Corp.)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation Maryland corporation, duly organized, validly existing and in good standing under the laws Laws of the State state of Maryland and Maryland, has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Target Company Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Epr Properties)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fuel Systems Solutions, Inc.), Agreement and Plan of Merger (Westport Innovations Inc)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws jurisdiction of the State of Maryland its incorporation and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its assets and properties and to carry on its business as it is now being conducted, and to perform its obligations under all Contracts by which it is bound. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing thatthat would not, either individually or in the aggregate, have not had and would not or reasonably be expected to have a an Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marina Biotech, Inc.), Agreement and Plan of Merger (Jaguar Animal Health, Inc.)

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Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standingstanding (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MedEquities Realty Trust, Inc.), Agreement and Plan of Merger (OHI Healthcare Properties Limited Partnership)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and Maryland. Company has the requisite organizational power and authority and any necessary governmental authorization to own, operate, lease and, to the extent applicable, operate its properties the Company Properties and to carry on conduct its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industrial Income Trust Inc.)

Organization and Qualification; Subsidiaries. (a) The Company and each Subsidiary of the Company is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Maryland its incorporation or organization and has the requisite organizational corporate or other power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company and each Subsidiary is duly qualified or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Isecuretrac Corp)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ventas Inc)

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Silver Bay Realty Trust Corp.)

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