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

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) Seller The Company is a corporation duly incorporatedorganized and validly existing, validly existing and for which the most recent required biennial report has been filed in good standing under the laws office of the Indiana Secretary of State and no articles of Delawaredissolution have been filed in such office. Seller The Company 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 ownership of its property or the properties owned or leased by it therein or in which the transaction conduct 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 necessary, except where the failure to be so qualify has not had licensed or qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, an event shall be deemed to have a "Company Material Adverse Effect" if such event has a material adverse effect on the business, results of operations, properties, assets, liabilities operations or condition (contingent financial or otherwise) or financial condition of Seller the Company and the Seller Company Subsidiaries taken as a whole; provided, excluding from however, that the foregoing any effect resulting directly from effects of changes that are generally applicable to (i) general changes in the economy or financial insurance industry and the markets of for insurance and insurance-related products and the United States or in the video-gaming industry other industries and markets in which Seller operates other than those that would have a disproportionate effect, relative to other industry participants, on the Seller, Company and the Company Subsidiaries operate or (ii) any acts the United States securities markets for debt and equity securities, shall be excluded from the determination 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 Company Material Adverse Effect”); and provided, further, that any adverse effect on the Company or the Company Subsidiaries resulting from the announcement of Parent's proposal to acquire the Company, the execution and announcement of this Agreement, or the Transactions or regulatory approvals contemplated hereby shall also be excluded from the determination of a Company Material Adverse Effect. Seller The Company 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 effectconducted.

Existence; Good Standing; Authority; Compliance With Law. (a) Seller MART is a corporation real estate investment trust duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareMaryland. Seller 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 (necessary, which states are listed in Section 5.1 of the Seller MART Disclosure Letter) other than in such jurisdictions , except where the failure to be so qualify has not had licensed or would notqualified, individually or in the aggregate, reasonably be expected 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 Seller MART and the Seller MART 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, whole (a “Seller "MART Material Adverse Effect”"). Seller MART has all requisite corporate real estate investment trust power and authority to own, operate, operate and lease and encumber its assets and properties and carry on its business as now conducted 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 own carry on its business as it is now being conducted. Each MART Subsidiary is duly qualified to do business and use is in good standing in the properties and assets owned and used by it. The Seller has furnished to states listed on Section 5.4 of the Buyer complete and accurate copies MART Disclosure Letter, which are the only states in which the ownership of its Certificate property or the conduct of Incorporation its business requires such qualification, except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and Bylaws each as amended could not reasonably be expected to datehave a MART Material Adverse Effect. The Seller Neither MART nor any of the MART Subsidiaries is not in violation of any provision order of its Certificate 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 Incorporation their respective properties or Bylawsassets 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 Certificate 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 Bylaws 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 full force Section 5.1 of the MART Disclosure Letter and effectMART 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. (a) Seller MDI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareMaryland. Seller MDI 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 (necessary, which states are listed in Section 5.1 of the Seller MDI Disclosure Letter) other than in such jurisdictions where the failure to so qualify ; PROVIDED, HOWEVER, that if MDI 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 prepared Section 5.1 of the Seller MDI Disclosure LetterLetter in good faith, Bradxxx xxxeby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the representation of MDI contained in this sentence; PROVIDED FURTHER, HOWEVER, that nothing contained in this Section 5.1 shall affect Bradxxx'x xxxht to terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or (iv) any action or inaction required of Seller under Article 7 arises after the date hereof, (a “Seller Material Adverse Effect”). Seller MDI 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 conducted. Each of the MDI Subsidiaries (as defined below) is a 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 or partnership power and authority to own its properties and to own carry on its business as it is now being conducted, and use is duly qualified to do business and is in good standing in each jurisdiction in which the properties and assets owned and used by it. The Seller has furnished to the Buyer complete and accurate copies ownership of its Certificate property or the conduct of Incorporation and Bylaws each as amended its business requires such qualification, which states are listed in Section 5.4 of the MDI Disclosure Letter; PROVIDED, HOWEVER, that if MDI has prepared Section 5.1 of the MDI Disclosure Letter in good faith, Bradxxx xxxeby covenants not to dateexercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the representation of MDI contained in this sentence; PROVIDED FURTHER, HOWEVER, that nothing contained in this Section 5.1 shall affect Bradxxx'x xxxht to terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or arises after the date hereof. The Seller Neither MDI nor any of the MDI Subsidiaries is not in violation of any provision order of its Certificate of Incorporation any court, governmental authority or Bylawsarbitration board or tribunal, and such Certificate and Bylaws are in full force and effect.or any law, ordinance, governmental

Existence; Good Standing; Authority; Compliance With Law. (a) Seller Xxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareMaryland. Seller Xxxxxxx 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 (necessary, which states are listed in Section 5.1 6.1 of the Seller Xxxxxxx Disclosure Letter) other than in such jurisdictions where the failure to so qualify ; provided, however, that if Xxxxxxx 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 prepared Section 6.1 of the United States or Xxxxxxx Disclosure Letter in the video-gaming industry in which Seller operates other than those good faith, MDI hereby covenants not to exercise any right that would it may have a disproportionate effect, relative to other industry participants, terminate this agreement pursuant to Section 9.1(d) based solely 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 breach of the Seller Disclosure Letterrepresentation of Xxxxxxx contained in this sentence; provided further, however, that nothing contained in this Section 6.1 shall affect MDI's right to terminate this Agreement pursuant to Section 9.1(d) with respect to any matter described in this sentence that occurs or (iv) any action or inaction required of Seller under Article 7 arises after the date hereof, (a “Seller Material Adverse Effect”). Seller Xxxxxxx 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 conducted. Each of the Xxxxxxx Subsidiaries is a 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 or partnership power and authority to own its properties and to own carry on its business as it is now being conducted, and use is duly qualified to do business and is in good standing in each jurisdiction in which the properties and assets owned and used by it. The Seller has furnished to the Buyer complete and accurate copies ownership of its Certificate property or the conduct of Incorporation and Bylaws each as amended its business requires such qualification, which states are listed in Section 6.4 of the Xxxxxxx Disclosure Letter; provided, however, that if Xxxxxxx has prepared Section 6.1 of the Xxxxxxx Disclosure Letter in good faith, MDI hereby covenants not to dateexercise any right that it may have to terminate this agreement pursuant to Section 9.1(d) based solely on any breach of the representation of Xxxxxxx contained in this sentence; provided further, however, that nothing contained in this Section 6.1 shall affect MDI's right to terminate this Agreement pursuant to Section 9.1(d) with respect to any matter described in this sentence that occurs or arises after the date hereof. The Seller Neither Xxxxxxx nor any Xxxxxxx Subsidiary is not in violation of any provision order of its Certificate any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Xxxxxxx or any Xxxxxxx Subsidiary or any of Incorporation their respective properties or Bylawsassets is subject, except where such violation would not have a material adverse effect on the business, results of operations, properties or financial condition of Xxxxxxx and the Xxxxxxx Subsidiaries taken as a whole (a "Xxxxxxx Material Adverse Effect"). Xxxxxxx and the Xxxxxxx 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, where the failure to obtain any such Certificate license, permit or authorization or to take any such action would have a Xxxxxxx Material Adverse Effect. Copies of the Charter and other equivalent documents and Bylaws are in full force (and effect.all amendments

Existence; Good Standing; Authority; Compliance With Law. (a) Seller MDI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareMaryland. Seller MDI 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 (necessary, which states are listed in Section 5.1 of the Seller MDI Disclosure Letter) other than in such jurisdictions where the failure to so qualify ; provided, however, that if MDI 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 prepared Section 5.1 of the Seller MDI Disclosure LetterLetter in good faith, Xxxxxxx hereby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the representation of MDI contained in this sentence; provided further, however, that nothing contained in this Section 5.1 shall affect Xxxxxxx'x right to terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or (iv) any action or inaction required of Seller under Article 7 arises after the date hereof, (a “Seller Material Adverse Effect”). Seller MDI 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 conducted. Each of the MDI Subsidiaries (as defined below) is a 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 or partnership power and authority to own its properties and to own carry on its business as it is now being conducted, and use is duly qualified to do business and is in good standing in each jurisdiction in which the properties and assets owned and used by it. The Seller has furnished to the Buyer complete and accurate copies ownership of its Certificate property or the conduct of Incorporation and Bylaws each as amended its business requires such qualification, which states are listed in Section 5.4 of the MDI Disclosure Letter; provided, however, that if MDI has prepared Section 5.1 of the MDI Disclosure Letter in good faith, Xxxxxxx hereby covenants not to dateexercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the representation of MDI contained in this sentence; provided further, however, that nothing contained in this Section 5.1 shall affect Xxxxxxx'x right to terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or arises after the date hereof. The Seller Neither MDI nor any of the MDI Subsidiaries is not in violation of any provision order of its Certificate any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MDI or any MDI Subsidiary or any of Incorporation their respective properties or assets is subject, except where such violation would not have a material adverse effect on the business, results of operations, properties or financial condition of MDI and the MDI Subsidiaries taken as a whole (a "MDI Material Adverse Effect"). MDI and the MDI 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 would not have a MDI Material Adverse Effect. Copies of the Charter or other equivalent documents, Bylaws, organizational documents and such Certificate partnership and Bylaws are in full force and effect.joint venture agreements