Common use of Corporate Existence and Qualification Clause in Contracts

Corporate Existence and Qualification. Corporate Documents. (a) GRS is a corporation duly organized, validly existing and in good standing under the laws of Florida, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a material adverse effect on GRS. GRS has all required corporate power and authority to own its properties and to carry on its business as presently conducted. The Articles of Incorporation and By-laws of GRS, copies of which are attached as Schedule 5.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of GRS that have been made available to the Stockholder for review contain a complete and accurate record of all stockholders of GRS, and all material actions of the stockholders and directors (and any committees thereof) of GRS. (c) Except as set forth on Schedule 5.01(c), GRS does not have any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.