Common use of Organization and Related Matters Clause in Contracts

Organization and Related Matters. Seller is duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement. The Trust is duly organized, validly existing and in good standing under the laws of the State of Texas. The Trust has all necessary power and authority to execute, deliver and perform this Agreement. Schedule 3.1 lists all Subsidiaries (the "Subsidiaries," which term includes Seller) and all Trust Partnerships (the "Trust Partnerships") of the Trust and correctly sets forth the Trust's ownership interest therein, the jurisdiction in which each Subsidiary and each Trust Partnership is organized and each jurisdiction in which the Trust, each Subsidiary and each Trust Partnership is and is required to be qualified or licensed to do business as a foreign Person. Each Subsidiary and each Trust Partnership is duly organized, validly existing and, with respect to each Subsidiary, in good standing under the laws of the jurisdiction of its incorporation or organization. The Trust, Subsidiaries and Trust Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. The Trust, Subsidiaries and Trust Partnerships are duly qualified or licensed to do business as foreign Persons in good standing in all jurisdictions in which the character or the location of the assets owned or leased by any of them or the nature of the business conducted by any of them requires licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or prospects. Schedule 3.1 correctly lists the current Trust Managers, directors, general partners and executive officers of the Trust, Subsidiaries and Trust Partnerships. True, correct and complete copies of the Charter Documents and the charter or organizational documents of Subsidiaries and Trust Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the date hereof have been delivered to Buyer. The Trust is registered and is a reporting company under the Exchange Act. Neither any Subsidiary nor any Trust Partnership is registered or is a reporting company under the Exchange Act. Except as listed on Schedule 3.1, the Trust does not directly or indirectly own or control any equity interest in any Person.

Organization and Related Matters. Seller is duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement. The Trust is duly organized, validly -------------------------------- existing and in good standing under the laws of the State of Texas. The Trust Seller has all necessary power and authority to execute, deliver and perform this Agreement. Schedule 3.1 lists all Subsidiaries (the "Subsidiaries," which term includes SellerSUBSIDIARIES") and all Trust ------------ Partnerships of Seller (the "Trust PartnershipsSELLER PARTNERSHIPS") of the Trust and correctly sets forth the TrustSeller's ownership interest therein, the jurisdiction in which each Subsidiary and each Trust Seller Partnership is organized and each jurisdiction in which the TrustSeller, each Subsidiary and each Trust Seller Partnership is and is required to be qualified or licensed to do business as a foreign Person. Each Subsidiary and each Trust Seller Partnership is duly organized, validly existing and, with respect to each Subsidiary, in good standing under the laws of the jurisdiction of its incorporation or organization. The TrustSeller, Subsidiaries and Trust Seller Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. The TrustSeller, Subsidiaries and Trust Seller Partnerships are duly qualified or licensed to do business as foreign Persons in good standing in all jurisdictions in which the character or the location of the assets owned or leased by any of them or the nature of the business conducted by any of them requires licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or prospects. Schedule 3.1 correctly lists the current Trust ------------ Managers, directors, general partners and executive officers of the TrustSeller, Subsidiaries and Trust Seller Partnerships. True, correct and complete copies of the Charter Documents and the charter or organizational documents of Subsidiaries and Trust Seller Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the date hereof have been delivered to BuyerMSAM. The Trust Seller is registered and is a reporting company under the Exchange Act. Neither any Subsidiary nor any Trust Seller Partnership is registered or is a reporting company under the Exchange Act. Except as listed on Schedule 3.1, the Trust ------------ Seller does not directly or indirectly own or control any equity interest in any Person.

Organization and Related Matters. Seller is duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement. The Trust is duly organized, validly existing and in good standing under the laws of the State of Texas. The Trust Seller has all necessary power and authority to execute, deliver and perform this Agreement. Schedule 3.1 lists all Subsidiaries (the "Subsidiaries," which term includes SellerSUBSIDIARIES") and all Trust Seller Partnerships (the "Trust PartnershipsSELLER PARTNERSHIPS") of the Trust Seller and correctly sets forth the TrustSeller's ownership interest therein, the jurisdiction in which each Subsidiary and each Trust Seller Partnership is organized and each jurisdiction in which the TrustSeller, each Subsidiary and each Trust Seller Partnership is and is required to be qualified or licensed to do business as a foreign Person. Each Subsidiary and each Trust Seller Partnership is duly organized, validly existing and, with respect to each Subsidiary, in good standing under the laws of the jurisdiction of its incorporation or organization. The TrustSeller, Subsidiaries and Trust Seller Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. The TrustSeller, Subsidiaries and Trust Seller Partnerships are duly qualified or licensed to do business as foreign Persons in good standing in all jurisdictions in which the character or the location of the assets owned or leased by any of them or the nature of the business conducted by any of them requires licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or prospects. Schedule 3.1 correctly lists the current Trust Managers, directors, general partners and executive officers of the TrustSeller, Subsidiaries and Trust Seller Partnerships. True, correct and complete copies of the Charter Documents and the charter or organizational documents of Subsidiaries and Trust Seller Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the date hereof have been delivered to Buyer. The Trust Seller is registered and is a reporting company under the Exchange Act. Neither any Subsidiary nor any Trust Seller Partnership is registered or is a reporting company under the Exchange Act. Except as listed on Schedule 3.1, the Trust Seller does not directly or indirectly own or control any equity interest in any Person.

Organization and Related Matters. Seller is duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement. The Trust is duly organized, validly existing and in good standing under the laws of the State of Texas. The Trust Seller has all necessary power and authority to execute, deliver and perform this Agreement. Schedule 3.1 lists all Subsidiaries (the "Subsidiaries," which term includes Seller") and all Trust Seller Partnerships (the "Trust Seller Partnerships") of the Trust Seller and correctly sets forth the TrustSeller's ownership interest therein, the jurisdiction in which each Subsidiary and each Trust Seller Partnership is organized and each jurisdiction in which the TrustSeller, each Subsidiary and each Trust Seller Partnership is and is required to be qualified or licensed to do business as a foreign Person. Each Subsidiary and each Trust Seller Partnership is duly organized, validly existing and, with respect to each Subsidiary, in good standing under the laws of the jurisdiction of its incorporation or organization. The TrustSeller, Subsidiaries and Trust Seller Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. The TrustSeller, Subsidiaries and Trust Seller Partnerships are duly qualified or licensed to do business as foreign Persons in good standing in all jurisdictions in which the character or the location of the assets owned or leased by any of them or the nature of the business conducted by any of them requires licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or prospects. Schedule 3.1 correctly lists the current Trust Managers, directors, general partners and executive officers of the TrustSeller, Subsidiaries and Trust Seller Partnerships. True, correct and complete copies of the Charter Documents and the charter or organizational documents of Subsidiaries and Trust Seller Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the date hereof have been delivered to Buyer. The Trust Seller is registered and is a reporting company under the Exchange Act. Neither any Subsidiary nor any Trust Seller Partnership is registered or is a reporting company under the Exchange Act. Except as listed on Schedule 3.1, the Trust Seller does not directly or indirectly own or control any equity interest in any Person.

Organization and Related Matters. Seller is duly organized, organized and validly existing and in good standing under the laws of the State of Maryland. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement. The Trust is duly organized, validly existing and in good standing under the laws of the State of Texas. The Trust Seller has all necessary power and authority to execute, deliver and perform this AgreementAgreement and the Ancillary Agreements. Schedule 3.1 lists all Subsidiaries subsidiaries (the "Subsidiaries," which term includes SellerSUBSIDIARIES") and all Trust Partnerships partnerships of Seller (the "Trust PartnershipsSELLER PARTNERSHIPS") of the Trust and correctly sets forth the TrustSeller's ownership interest therein, the jurisdiction in which each Subsidiary and each Trust Seller Partnership is organized and each jurisdiction in which the TrustSeller, each Subsidiary and each Trust Seller Partnership is and is required to be qualified or licensed to do business as a foreign Person. Each Subsidiary and each Trust Seller Partnership is duly organized, validly existing and, with respect to each Subsidiary, and is in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation. The TrustSeller, Subsidiaries and Trust Seller Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. The TrustSeller, Subsidiaries and Trust Seller Partnerships are duly qualified or licensed to do business as foreign Persons and are in good standing in all jurisdictions in which the character or the location of the assets owned or leased by any of them or the nature of the business conducted by any of them requires licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or prospects. Schedule 3.1 correctly lists the current Trust Managers, directors, general partners and executive officers of the Trusteach of Seller, Subsidiaries and Trust Seller Partnerships. True, correct and complete copies of the Charter Documents and the charter or organizational documents of Subsidiaries and Trust Seller Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the date hereof have been delivered made available to BuyerInvestor. The Trust Seller is registered and is a reporting company under the Exchange Act. Neither No Subsidiary or any Subsidiary nor any Trust Seller Partnership is registered or is a reporting company under the Exchange Act. Except as listed on Schedule 3.1, the Trust Seller does not directly or indirectly own or control any equity interest in any Person.

Organization and Related Matters. Seller is duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement. The Trust is duly organized, validly existing and in good standing under the laws of the State of Texas. The Trust has all necessary power and authority to execute, deliver and perform this Agreement. Schedule 3.1 lists all Subsidiaries (the "SubsidiariesSUBSIDIARIES," which term includes Seller) and all Trust Partnerships (the "Trust PartnershipsTRUST PARTNERSHIPS") of the Trust and correctly sets forth the Trust's ownership interest therein, the jurisdiction in which each Subsidiary and each Trust Partnership is organized and each jurisdiction in which the Trust, each Subsidiary and each Trust Partnership is and is required to be qualified or licensed to do business as a foreign Person. Each Subsidiary and each Trust Partnership is duly organized, validly existing and, with respect to each Subsidiary, in good standing under the laws of the jurisdiction of its incorporation or organization. The Trust, Subsidiaries and Trust Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. The Trust, Subsidiaries and Trust Partnerships are duly qualified or licensed to do business as foreign Persons in good standing in all jurisdictions in which the character or the location of the assets owned or leased by any of them or the nature of the business conducted by any of them requires licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or prospects. Schedule 3.1 correctly lists the current Trust Managers, directors, general partners and executive officers of the Trust, Subsidiaries and Trust Partnerships. True, correct and complete copies of the Charter Documents and the charter or organizational documents of Subsidiaries and Trust Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the date hereof have been delivered to Buyer. The Trust is registered and is a reporting company under the Exchange Act. Neither any Subsidiary nor any Trust Partnership is registered or is a reporting company under the Exchange Act. Except as listed on Schedule 3.1, the Trust does not directly or indirectly own or control any equity interest in any Person.and