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 bus...
Existence; Good Standing; Authority; Compliance With Law. 6 5.2 Authorization, Validity and Effect of Agreements ........ 6 5.3 Capitalization .......................................... 7 5.4 Subsidiaries ............................................ 8 5.5
Existence; Good Standing; Authority; Compliance With Law. (a) RELP is a limited partnership, duly formed, validly existing and in good standing under the laws of the State of Delaware. To its actual knowledge, RELP is duly licensed or qualified to do business as a foreign limited partnership 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, except where the failure to be so qualified would not have a material adverse effect on the business, results of operations or financial condition of RELP (a "RELP Material Adverse Effect"). RELP has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted.
Existence; Good Standing; Authority; Compliance With Law. (a) AIP is a real estate investment trust duly organized and validly existing under the laws of the State of Texas. To AIP's actual knowledge, AIP is duly licensed or qualified to do business 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, except where the failure to be so qualified would not have a material adverse effect on the business, results 11 of operations or financial condition of AIP and its subsidiaries taken as a whole (an "AIP Material Adverse Effect"). AIP has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. Each of AIP's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have an AIP Material Adverse Effect.
Existence; Good Standing; Authority; Compliance With Law. (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller 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 Seller Disclosure Letter) other than in such jurisdictions where the failure to so qualify has not had or would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of Seller and the Seller Subsidiaries taken as a whole, excluding from the foregoing any effect resulting directly from (i) general changes in the economy or financial markets of the United States or in the video-gaming industry in which Seller operates other than those that would have a disproportionate effect, relative to other industry participants, on the Seller, or (ii) any acts of terrorism or war (whether or not declared) other than those that would have a disproportionate effect, relative to other industry participants, on the Seller, or (iii) continued financial losses incurred by Seller consistent with the projections attached in Section 5.1 of the Seller Disclosure Letter, or (iv) any action or inaction required of Seller under Article 7 hereof, (a “Seller Material Adverse Effect”). Seller has all requisite corporate power and authority to own, operate, lease and encumber its assets and properties and carry on its business as now conducted and to own and use the properties and assets owned and used by it. The Seller has furnished to the Buyer complete and accurate copies of its Certificate of Incorporation and Bylaws each as amended to date. The Seller is not in violation of any provision of its Certificate of Incorporation or Bylaws, and such Certificate and Bylaws are in full force and effect.
Existence; Good Standing; Authority; Compliance With Law. (a) RMSI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. RMSI is duly licensed or qualified to do business as a foreign 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, except where the failure to be so licensed or qualified could not have a material adverse effect on the combined business, assets, results of operations or financial condition of RMSI and the RMSI Subsidiaries taken as a whole (a "RMSI Material Adverse Effect"). RMSI has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted.
Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect.
Existence; Good Standing; Authority; Compliance With Law. 28 8.2 Authorization, Validity and Effect of Agreements................. 28 8.3 Consents and Approvals; No Violations............................ 29 8.4
Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals would not reasonably be expected to have a Company Material Adverse Effect (as hereinafter defined). Except as set forth in Section 5.1 of the Company Disclosure Schedule, the Company is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the
Existence; Good Standing; Authority; Compliance With Law. (a) Xxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx is duly licensed or qualified to do business as a foreign 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, except where the failure to be so licensed or qualified could not have a material adverse effect on the combined business, assets, results of operations or financial condition of Xxxxxxx and the Xxxxxxx Subsidiaries taken as a whole (a "Xxxxxxx Material Adverse Effect"). Xxxxxxx has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted.
