Common use of Due Incorporation; Subsidiaries Clause in Contracts

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary has been duly incorporated or formed, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formation. Each subsidiary of the Company has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. (i) The Company has been is, and at the Closing Date will be, a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationIsrael. The Company has has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The Company is is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in such good standing would not reasonably be expected to not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company, or (ii) prevent or materially interfere with the consummation of the transactions contemplated hereby or the performance by the Company and of its subsidiariesobligations hereunder (any such effect, taken as a whole (prevention or interference, a “Material Adverse Effect”). The memorandum and articles of association and other constitutive or organizational documents of the Company comply with the requirements of applicable Israeli law and are in full force and effect. (ii) Each subsidiary (as used in this Section 3, “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations) of the Company has been duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is corporation in good standing under the laws of its the jurisdiction of incorporation or formation. Each subsidiary of its organization, has the Company has full corporate, limited liability company or limited partnership corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. Each subsidiary of the company Prospectus and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer or any other claims. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary.

Due Incorporation; Subsidiaries. (i) The Company has been is, and at the Closing Date and each Option Closing Date will be, a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has has, and at the Closing Date and each Option Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, except as would not have a Material Adverse Effect (as defined below). The Company is is, and at the Closing Date and each Option Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, necessary except where and to the extent that the failure to be so licensed or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition Material Adverse Effect. (financial or otherwise), results of operations or capitalization ii) Each subsidiary of the Company (as defined in Rule 405 of the Rules and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary Regulations) has been duly incorporated or formedincorporated, is validly existing as a corporation, limited liability company or limited partnership and is corporation in good standing under the laws of its the jurisdiction of incorporation or formation. Each subsidiary of its incorporation, has the Company has full corporate, limited liability company or limited partnership corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. Each subsidiary of the company Prospectus and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer or any other claims.

Due Incorporation; Subsidiaries. (i) The Company has been duly incorporated, incorporated and is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporation. The Company has Maryland, with full corporate power and authority to own or own, lease all the assets owned or leased by it and operate its properties and to conduct its business as described in the Registration Statement Statement, the Disclosure Package and the Prospectus. Prospectus and to issue, sell and deliver the Shares as contemplated herein. (ii) The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation to transact business and is in all jurisdictions good standing in each other jurisdiction in which the nature such qualification is required, whether by reason of the activities conducted by it ownership or leasing of property or the character conduct of the assets owned or leased by it makes such licensing or qualification necessarybusiness, except to the extent that where the failure to be so licensed or qualified or be and in good standing would not reasonably be expected to not, individually or in the aggregate, (A) have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise)condition, results of operations operations, stockholders’ equity, management or capitalization prospects of the Company and its subsidiaries, the Subsidiaries (as defined below) taken as a whole whole, whether or not arising in the ordinary course of business; or (B) prevent or materially interfere with the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (A) and (B) being herein referred to as a “Material Adverse Effect”). Each subsidiary . (iii) The Operating Partnership has been duly incorporated or formed, formed and is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction the State of incorporation or formation. Each subsidiary of Delaware and has the Company has full corporate, limited liability company or requisite limited partnership power and authority to own or own, lease all the assets owned or leased by it and operate its properties and to conduct its business as described in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the company The Operating Partnership is duly licensed or qualified to do as a foreign limited partnership for the transaction of business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions under the laws of each other jurisdiction in which the nature of the activities conducted by it owns or the character of the assets owned leases properties or leased by it makes conducts any business so as to require such licensing or qualification necessaryin such jurisdiction, except to the extent that where the failure to be so licensed or qualified or be and in good standing would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. The Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated February 1, 2021, as amended (the “Operating Partnership Agreement”), is in full force and effect; the aggregate percentage interests of the Company and the limited partners in the Operating Partnership are as set forth in the Registration Statement, the Disclosure Package and the Prospectus.

Due Incorporation; Subsidiaries. (i) The Company has been is a corporation duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationMaryland. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the Disclosure Package and the Prospectus. The Company Prospectus and is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). (ii) The only subsidiaries (as defined in the Rules and Regulations) of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement (the “Subsidiaries”). Each subsidiary has been of the Subsidiaries is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the Disclosure Package and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and are fully paid and non-assessable and are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. Other than Monmouth Capital Corp., the Company does not, and did not as of September 30, 2011, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. (i) The Company has been is a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified qualified, or to be in such good standing standing, would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, financial condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiariesthe Subsidiaries, taken as a whole (a “Material Adverse Effect”). (ii) The only significant subsidiaries (as defined in the Rules and Regulations) of the Company are the subsidiaries listed on Schedule 3.1(h) hereto (the “Subsidiaries”). Each subsidiary has been The Subsidiaries are duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction their respective jurisdictions of incorporation or formationorganization. Each subsidiary of the Company has The Subsidiaries have full corporate, limited liability company or limited partnership corporate power and authority to conduct all the activities conducted by them, to own or lease all the assets owned or leased by it them and to conduct its their business as described in the Registration Statement and the ProspectusProspectus except to the extent that the failure to have such power and authority would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of the company is The Subsidiaries are duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entities in all jurisdictions in which the nature of the activities conducted by it them or the character of the assets owned or leased by it them makes such licensing or qualification necessary, necessary except to the extent that the failure to be so licensed or qualified qualified, or to be in such good standing standing, would not reasonably be expected to have a Material Adverse Effect. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, the Company does not own directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity. All of the outstanding shares of capital stock of the Subsidiaries (x) have been duly authorized and validly issued, (y) are fully paid and non-assessable, and are (z) owned by the Company free and clear of all liens, encumbrances and claims, except in the case of subclause (z) as would not reasonably be expected to have a Material Adverse Effect. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Due Incorporation; Subsidiaries. (i) The Company has been is, and at the Closing Date will be, a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporationincorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). The Company has has, and at the Closing Date will have, full corporate power and authority to conduct all the material activities conducted by it, to own or lease all the material assets owned or leased by it and to conduct its business as described in the Registration Statement and the ProspectusProspectus in all material respects. The Company is is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure so to be so licensed qualify or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). . (ii) Each subsidiary of the Company listed in Exhibit 21.1 of the Registration Statement (each, a “Significant Subsidiary” and, together, the “Significant Subsidiaries”) has been duly incorporated or formedincorporated, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its the jurisdiction of its incorporation or formation. Each subsidiary , as applicable (to the extent the concept of “good standing” or such equivalent concept exists under the Company laws of such jurisdiction), has full corporate, limited liability company or limited partnership the corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Prospectus related to this offering in all material respects and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; all of the issued share capital or other equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid, and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests (as defined in the Personal Property Securities Axx 0000 (Cth)), restrictions on voting, equities or any other claims of any third parties, except as described in or expressly contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. No Significant Subsidiary is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to any of the Company or other subsidiary.

Due Incorporation; Subsidiaries. (i) The Company has been duly incorporated, incorporated and is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporation. The Company has Maryland, with full corporate power and authority to own or own, lease all the assets owned or leased by it and operate its properties and to conduct its business as described in the Registration Statement Statement, the Disclosure Package and the Prospectus. Prospectus and to issue, sell and deliver the Shares as contemplated herein. (ii) The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation to transact business and is in all jurisdictions good standing in each other jurisdiction in which the nature such qualification is required, whether by reason of the activities conducted by it ownership or leasing of property or the character conduct of the assets owned or leased by it makes such licensing or qualification necessarybusiness, except to the extent that where the failure to be so licensed or qualified or be and in good standing would not reasonably be expected to not, individually or in the aggregate, (A) have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise)condition, results of operations operations, stockholders’ equity, management or capitalization prospects of the Company and its subsidiaries, the Subsidiaries (as defined below) taken as a whole whole, whether or not arising in the ordinary course of business; or (B) prevent or materially interfere with the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (A) and (B) being herein referred to as a “Material Adverse Effect”). Each subsidiary . (iii) The Operating Partnership has been duly incorporated or formed, formed and is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction the State of incorporation or formation. Each subsidiary of Delaware and has the Company has full corporate, limited liability company or requisite limited partnership power and authority to own or own, lease all the assets owned or leased by it and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The Operating Partnership is duly qualified as a foreign limited partnership for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification in such jurisdiction, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The Operating Partnership Agreement is in full force and effect; the aggregate percentage interests of the Company and the limited partners in the Operating Partnership are as set forth in the Registration Statement, the Disclosure Package and the Prospectus. (iv) The Company has no subsidiaries other than those subsidiaries listed in Exhibit 21.1 to the Registration Statement (each, including the Operating Partnership, a “Subsidiary” and, collectively, the “Subsidiaries”). Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company owns all of the issued and outstanding capital stock or other equity interests of each of the Subsidiaries, including the Operating Partnership; other than the capital stock or other equity interests of the Subsidiaries, the Company and the Operating Partnership do not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the charters and the bylaws of the Company and all amendments thereto have been made available to the Underwriters. Each Subsidiary has been duly incorporated, formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, formation or organization, with full corporate, limited liability company or partnership (as applicable) power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus. Each subsidiary of the company Subsidiary is duly licensed or qualified to do business in as a foreign entity and is in good standing as a foreign corporation, limited liability company in each jurisdiction where the ownership or limited partnership in all jurisdictions in which the nature leasing of the activities conducted by it its properties or the character conduct of the assets owned or leased by it makes its business requires such licensing or qualification necessaryqualification, except to the extent that where the failure to be so licensed or qualified or be and in good standing would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, are owned by the Company or a Subsidiary free and clear of any lien, encumbrance or adverse claim (each, a “Lien”). Except as described in the Registration Statement, the Disclosure Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests in the Subsidiaries are outstanding.

Due Incorporation; Subsidiaries. (a) The Company has been is duly incorporatedorganized, is validly existing and in good standing under the laws of the State of California, with all requisite power and authority to own, lease and operate its properties and to carry on its businesses and operations as they are now being owned, leased, operated and conducted. The Company is licensed or qualified to do business and is in good standing as a corporation foreign limited liability company in each jurisdiction where the nature of the properties owned, leased or operated by it and the businesses and operations transacted by it require such licensing or qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect. The State of California is the only jurisdiction in which the Company is organized, or licensed or qualified to do business. Except as set forth on Schedule 3.1, the Company has no Subsidiaries, and the Company does not hold any direct or indirect economic, voting or management interest in any Person or directly or indirectly own any security issued by any Person. The Company is not a participant in any joint venture, partnership, or similar arrangement. Accurate and complete copies of the Articles of Organization and Operating Agreement (or similar organizational instruments), as amended, of the Company have been delivered to Purchaser. (b) The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction jurisdictions of incorporation. The Company has full corporate organization or formation, with all requisite power and authority to own or own, lease all the assets owned or leased by it and operate its properties and to conduct carry on its business businesses and operations as described in the Registration Statement they are now being owned, leased, operated and the Prospectusconducted. The Company Seller is duly licensed or qualified to do business in and is in good standing as a foreign corporation or limited liability company in all jurisdictions in which each jurisdiction where the nature of the activities conducted properties owned, leased or operated by it or and the character of the assets owned or leased businesses and operations transacted by it makes require such licensing or qualification necessaryqualification, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary has been duly The jurisdictions in which the Seller is incorporated or formed, is validly existing as a corporation, limited liability company or limited partnership formed and is in good standing under the laws of its jurisdiction of incorporation or formation. Each subsidiary of the Company has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company is duly licensed or qualified to do business in and in good standing as a foreign corporation, corporation or limited liability company or limited partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effectare set forth on Schedule 3.1.

Due Incorporation; Subsidiaries. (i) The Company has been is, and at the Closing Date will be, a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationIsrael. The Company has has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The Company is is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in such good standing would not reasonably be expected to not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company, or (ii) prevent or materially interfere with the consummation of the transactions contemplated hereby or the performance by the Company and of its subsidiariesobligations hereunder (any such effect, taken as a whole (prevention or interference, a “Material Adverse Effect”). Each The memorandum and articles of association and other constitutive or organizational documents of the Company comply with the requirements of applicable Israeli law and are in full force and effect. (ii) The subsidiary (as used in this Section 3, “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations) of the Company has been duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is corporation in good standing under the laws of its the jurisdiction of incorporation or formation. Each subsidiary of its organization, has the Company has full corporate, limited liability company or limited partnership corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. Each subsidiary of the company Prospectus and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued share capital or other equity interests of the subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer or any other claims. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary.

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary of the Company, other than those subsidiaries which would not, individually or in the aggregate, constitute a “significant subsidiary” as defined in Item 1-02(w) of Regulation S-X (each such “significant subsidiary” is referred to herein as a “subsidiary” and collectively as “subsidiaries”) has been duly incorporated or formedincorporated, is validly existing as a corporation, corporation or limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationincorporation. Each subsidiary of the Company has full corporate, corporate or limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it its and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Company is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. i. The Company (x) has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporation. The Company Maryland, (y) has full corporate power and authority to conduct all the activities conducted by it, own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and (z) is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the such failure to be so licensed or qualified or and be in good standing as a foreign corporation would not be reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). ii. Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and nonassessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. The Company does not, and, other than UMH of Indiana, Inc., United Mobile Homes of Ohio, Inc. and United Mobile Homes of Pennsylvania, Inc., did not, as of June 30, 2020, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. i. The Company has been is a corporation duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationMaryland. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). ii. Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and nonassessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. The Company does not, and, other than Monmouth Capital Corp., did not, as of September 30, 2019, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. i. The Company (x) has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporation. The Company Maryland, (y) has full corporate power and authority to conduct all the activities conducted by it, own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and (z) is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the such failure to be so licensed or qualified or and be in good standing as a foreign corporation would not be reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). ii. Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and nonassessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. The Company does not, and, other than UMH of Indiana, Inc., United Mobile Homes of Ohio, Inc. and United Mobile Homes of Pennsylvania, Inc., did not, as of December 31, 2022, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. i. The Company has been is a corporation duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationMaryland. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). ii. Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and non-assessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. The Company does not, and, other than Monmouth Capital Corp., did not, as of September 30, 2017, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary “significant subsidiary” of the Company as defined in Rule 405 under the Act (a “Subsidiary”), including but not limited to those listed on Exhibit C attached hereto, has been duly incorporated or formed, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formation, except to the extent that any failure would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of the Company Subsidiary has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Subsidiary is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. i. The Company has been is a corporation duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationMaryland. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). ii. Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and non-assessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. Other than Monmouth Capital Corp., the Company does not, and did not, as of September 30, 2016, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. The Company has been is a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationIsrael. The Company has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in such good standing would not reasonably be expected to have not, individually or in the aggregate, result in a material adverse effect on the business, properties, assets, business prospects, condition (financial Material Adverse Change. The memorandum and articles of association and other constitutive or otherwise), results of operations or capitalization organizational documents of the Company comply with the requirements of applicable Israeli law and its subsidiaries, taken as a whole (a “Material Adverse Effect”)are in full force and effect. Each subsidiary (as used in this Section 2, “subsidiary” has the meaning set forth in Rule 405 under the Securities Act) of the Company has been duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is corporation in good standing under the laws of its the jurisdiction of incorporation or formation. Each subsidiary of its organization, has the Company has full corporate, limited liability company or limited partnership corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Prospectus and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer or any other claims. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement or the Company’s most recently filed Form 20-F.

Due Incorporation; Subsidiaries. The Company has been is a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationIsrael. The Company has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in such good standing would not reasonably be expected to have not, individually or in the aggregate, result in a material adverse effect on the business, properties, assets, business prospects, condition (financial Material Adverse Change. The memorandum and articles of association and other constitutive or otherwise), results of operations or capitalization organizational documents of the Company comply with the requirements of applicable Israeli law and its subsidiaries, taken as a whole (a “Material Adverse Effect”)are in full force and effect. Each subsidiary (as used in this Section 2, “subsidiary” has the meaning set forth in Rule 405 under the Securities Act) of the Company has been duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is corporation in good standing under the laws of its the jurisdiction of incorporation or formation. Each subsidiary of its organization, has the Company has full corporate, limited liability company or limited partnership corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Prospectus and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer or any other claims. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in the Company’s most recently filed Form 10-K.

Due Incorporation; Subsidiaries. i. The Company has been is a corporation duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationMaryland. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). ii. Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and nonassessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. The Company does not, and, other than UMH of Indiana, Inc., United Mobile Homes of Ohio, Inc. and United Mobile Homes of Pennsylvania, Inc., did not, as of September 30, 2019, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction State of incorporation. The Company has full Delaware, with corporate power and authority to own or own, lease all the assets owned or leased by it and to operate its properties and conduct its business as described in the Registration Statement and the Prospectus. The ; the Company is duly licensed or qualified to do business in and in good standing as a foreign corporation to transact business and is in all jurisdictions good standing in each other jurisdiction in which the nature such qualification is required, whether by reason of the activities conducted by it ownership or leasing of property or the character conduct of the assets owned or leased by it makes such licensing or qualification necessarybusiness, except to the extent that where the failure to be so licensed qualify or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial condition, stockholders’ equity or otherwise), results of operations or capitalization of the Company and its subsidiaries, subsidiaries taken as a whole (a “Material Adverse Effect”). Each ; each subsidiary has been duly incorporated of the Company other than those subsidiaries which would not, individually or formedin the aggregate, constitute a “significant subsidiary” as defined in Item 1-02(w) of Regulation S-X (each such “significant subsidiary,” a “Subsidiary”) is validly existing as a corporation, partnership, limited liability company or limited partnership business trust duly incorporated or organized, validly existing and is in good standing under the laws of its the jurisdiction of its incorporation or formation. Each subsidiary of organization, with the Company has full corporate, limited liability company or limited partnership requisite entity power and authority to own own, lease and operate its properties, except where the failure to qualify or lease all be in good standing would not have a Material Adverse Effect. On a consolidated basis, the assets owned or leased by it Company and to its subsidiaries conduct its their business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Prospectus and each Subsidiary is duly licensed or qualified to do business in and in good standing as a foreign corporation, partnership, limited liability company company, business trust or limited partnership other organization to transact business and is in all jurisdictions good standing in each jurisdiction in which the nature such qualification is required, whether by reason of the activities conducted by it ownership or leasing of property or the character conduct of the assets owned or leased by it makes such licensing or qualification necessarybusiness, except to the extent that where the failure to be so licensed qualify or qualified or to be in good standing would not reasonably be expected to have result in a Material Adverse Effect.

Due Incorporation; Subsidiaries. (i) The Company has been is, and at the Closing Date will be, a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporationincorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). The Company has has, and at the Closing Date will have, full corporate power and authority to conduct all the material activities conducted by it, to own or lease all the material assets owned or leased by it and to conduct its business as described in the Registration Statement and the ProspectusProspectus in all material respects. The Company is is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure so to be so licensed qualify or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). . (ii) Each subsidiary of the Company listed in Exhibit 21.1 of the Registration Statement (each, a “Significant Subsidiary” and, together, the “Significant Subsidiaries”) has been duly incorporated or formedincorporated, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its the jurisdiction of its incorporation or formation. Each subsidiary , as applicable (to the extent the concept of “good standing” or such equivalent concept exists under the Company laws of such jurisdiction), has full corporate, limited liability company or limited partnership the corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Prospectus related to this offering in all material respects and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; all of the issued share capital or other equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid, and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests (as defined in the Personal Property Securities Xxx 0000 (Cth)), restrictions on voting, equities or any other claims of any third parties, except as described in or expressly contemplated by the Registration ​ ​ Statement, the General Disclosure Package and the Prospectus. No Significant Subsidiary is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to any of the Company or other subsidiary.

Due Incorporation; Subsidiaries. (i) The Company has been is, and at the Closing Date will be, a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably have a Material Adverse Effect. (ii) As of the date of this Agreement, the Subsidiary is the only subsidiary of the Company (as defined in Rule 405 under the Act). The Subsidiary has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the most recent preliminary prospectus related to this offering and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be expected to so qualified or be in good standing would not have a material adverse effect on the businessCompany, propertiesthe Subsidiary and the Partner Companies, assets, business prospects, condition (financial or otherwise), results of operations or capitalization considered as one enterprise after giving effect to the consummation of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary has Combinations; all of the issued shares of capital stock of the Subsidiary have been duly incorporated and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or formedclaims. (iii) Each of the Partner Companies is, is and at the Closing Date will be, an entity duly organized, validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its respective jurisdiction of incorporation or formationorganization. Each subsidiary of the Company has Partner Companies has, and at the Closing Date will have, full corporate, limited liability company or limited partnership power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company is Partner Companies is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. (i) The Company has been is, and at the Closing Date will be, a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporationincorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). The Company has has, and at the Closing Date will have, full corporate power and authority to conduct all the material activities conducted by it, to own or lease all the material assets owned or leased by it and to conduct its business as described in the Registration Statement and the ProspectusProspectus in all material respects. The Company is is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure so to be so licensed qualify or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). . (ii) Each subsidiary of the Company listed in Exhibit 21.1 of the Registration Statement (each, a “Significant Subsidiary” and, together, the “Significant Subsidiaries”) has been duly incorporated or formedincorporated, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its the jurisdiction of its incorporation or formation. Each subsidiary , as applicable (to the extent the concept of “good standing” or such equivalent concept exists under the Company laws of such jurisdiction), has full corporate, limited liability company or limited partnership the corporate power and authority to own or lease all the assets owned or leased by it its property and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Prospectus related to this offering in all material respects and is duly licensed or qualified to do transact business in and is in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions each jurisdiction in which the nature conduct of the activities conducted by it its business or the character its ownership or leasing of the assets owned or leased by it makes property requires such licensing or qualification necessaryqualification, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; all of the issued share capital or other equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid, and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests (as defined in the Personal Property Securities Xxx 0000 (Cth)), restrictions on voting, equities or any other claims of any third parties, except as described in or expressly contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. No Significant Subsidiary is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to any of the Company or other subsidiary.

Due Incorporation; Subsidiaries. (i) The Company has been is a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified qualified, or to be in such good standing standing, would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, financial condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiariesthe Subsidiaries, taken as a whole (a “Material Adverse Effect”). (ii) The only significant subsidiaries (as defined in the Rules and Regulations) of the Company are the subsidiaries listed on Schedule II hereto (the “Subsidiaries”). Each subsidiary has been The Subsidiaries are duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction their respective jurisdictions of incorporation or formationorganization. Each subsidiary of the Company has The Subsidiaries have full corporate, limited liability company or limited partnership corporate power and authority to conduct all the activities conducted by them, to own or lease all the assets owned or leased by it them and to conduct its their business as described in the Registration Statement and the ProspectusProspectus except to the extent that the failure to have such power and authority would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of the company is The Subsidiaries are duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entities in all jurisdictions in which the nature of the activities conducted by it them or the character of the assets owned or leased by it them makes such licensing or qualification necessary, necessary except to the extent that the failure to be so licensed or qualified qualified, or to be in such good standing standing, would not reasonably be expected to have a Material Adverse Effect. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, the Company does not own directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity. All of the outstanding shares of capital stock of the Subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable, and are (iii) owned by the Company free and clear of all liens, encumbrances and claims, except in the case of subclause (iii) as would not reasonably be expected to have a Material Adverse Effect. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Due Incorporation; Subsidiaries. (i) The Company (x) has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporation. The Company Maryland, (y) has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and (z) is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the such failure to be so licensed or qualified or and be in good standing as a foreign corporation would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). . (ii) Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and nonassessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. The Company does not, and did not, as of December 31, 2019, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Due Incorporation; Subsidiaries. i. The Company has been is a corporation duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction the State of incorporationMaryland. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company Prospectus and is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company and its subsidiaries, taken the Subsidiaries (as a whole defined below) (a “Material Adverse Effect”). ii. Each subsidiary has been of the Company (collectively, the “Subsidiaries”) is duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationrespective jurisdiction. Each subsidiary of the Company Subsidiaries has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary Prospectus and each of the company Subsidiaries is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed or qualified or be in good standing would not reasonably be expected or to have such power or authority could not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding equity securities of the Subsidiaries owned directly or indirectly by the Company have been duly authorized and validly issued, and, to the extent the issuer of such securities is a corporation, are fully paid and nonassessable, and, in each case, are owned by the Company free and clear of all liens, encumbrances, claims, mortgages, pledges, security interests, trust or other encumbrance, preferential arrangement or defect of any kind whatsoever (any “Lien”). Except for the equity securities of the Subsidiaries, the securities held in the Company’s investment portfolio or as disclosed in the Registration Statement and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any entity or have any equity interest in any firm, partnership, joint venture, association or other entity. The Company does not, and did not, as of September 30, 2020, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).