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

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Kimco is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco and its Subsidiaries taken as a whole (a "Kimco Material Adverse Effect"). Kimco has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Material Adverse Effect. Neither Kimco nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco or any of its Subsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements have been previously delivered or made available to Price REIT.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Biopool is a corporation, Merger Sub are corporationsis a corporation, and each is duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporationincorporation or organization. Kimco Biopool is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, results of operations or financial condition (financial or otherwise) of Kimco Biopool and its Subsidiaries taken as a whole (a "Kimco Biopool Material Adverse Effect"). Kimco Biopool has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of KimcoBiopool's Subsidiaries is a corporation, limited liability company or partnership corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Biopool Material Adverse Effect. Neither Kimco To the best knowledge of the executive officers of Biopool, neither Biopool nor any or its Subsidiaries Biopool subsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Biopool or any of its Subsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco Biopool Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco Biopool and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Kimco Biopool Material Adverse Effect. True and correct copies Copies of KimcoBiopool's and its Subsidiaries' charter, bylaws, organization documents, respective charter documents and partnership and joint venture agreements Bylaws have been previously delivered or made available to Price REITSource and such documents are listed in the Biopool Disclosure Letter and are true and correct.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each Excel is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationMaryland. Kimco Excel is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business therein makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not have an Excel Material Adverse Effect (as herein defined). For purposes of this Agreement, an "Excel Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco Excel and its Subsidiaries taken as a whole (a "Kimco Material Adverse Effect"or any matter which is reasonably likely to have such an effect). Kimco Each of Excel and Excel's Subsidiaries has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of KimcoExcel's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on 27 its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which where the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which where such failure to be so qualified or to be in good standing would not have a Kimco an Excel Material Adverse Effect. Neither Kimco Excel nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Excel or any of its Subsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco an Excel Material Adverse Effect. To the knowledge of the executive officers of KimcoExcel, Kimco Excel and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco an Excel Material Adverse Effect. True and correct copies of KimcoExcel's and its Subsidiaries' charter, bylaws, organization documents, charter and bylaws and partnership and joint venture agreements have been previously delivered or made available to Price REITNew Plan.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each POS is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationOhio. Kimco POS is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco and its Subsidiaries taken as a whole (a "Kimco POS Material Adverse Effect"" (hereinafter defined). Kimco POS has all requisite corporate power and authority to own, operate, operate and lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries POS is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Material Adverse Effect. Neither Kimco nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco or any of its Subsidiaries or any of their respective properties or assets it is subject, except where such the violation would not have a Kimco POS Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco and its Subsidiaries have obtained POS has all licenses, permits and other authorizations (the "Permits") and have has taken all actions required by applicable law or governmental regulations in connection with their its business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Kimco POS Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documentsThe Permits are valid, and partnership POS has not received any notice that any governmental authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former officer, manager, member or employee of POS or any affiliate thereof, or any other person, firm, corporation or other entity, owns or has any proprietary, financial or other interest (direct or indirect) in any Permits. POS has conducted and joint venture agreements is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Permits and other applicable orders, statutes, approvals, judgments, decrees, plans, variances, rules and regulations of federal, state, county, municipal authorities, agencies or boards (collectively, "Laws") and is not in violation of any of the foregoing except where such failure would not have been previously delivered a POS Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under, or made available a breach or violation of, or adversely affect the rights and benefits afforded to Price REITPOS, by any Permit. For purposes of this Agreement, a POS Material Adverse Effect shall mean any event, occurrence, act or omission that would have a material adverse effect on the business, results of operations or financial condition, assets or liabilities of POS.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporationsWalden is a corporation xxxx organized, and each is duly incorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationMaryland. Kimco Walden is duly licensed or qualified xx xxalified to do business as a foreign corporation and is in good standing under the laws of any other each state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, results of operations or financial condition (financial or otherwise) of Kimco Walden and its Subsidiaries taken Subsidiaxxxx xaken as a whole (a "Kimco Walden Material Adverse EffectXxxxxt"). Kimco Walden has all requisite corporate power requisitx xxxxr and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries WDOP is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organizationDelaware, has the corporate, company or requisite partnership power and authority to own its properties and to carry on its business as it is now being conducted, conducted and as contemplated by this Agreement and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Walden Material Adverse EffectXxxxxt. Neither Kimco Walden nor any or of its Subsidiaries Sxxxxxxaries is in violation of any order of any court, governmental authority body or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Walden or any of its Subsidiaries Suxxxxxxries or any of their respective properties or assets is subject, where such violation would have a Kimco Walden Material Adverse EffectXxxxxt. To the knowledge of the executive officers of Kimco, Kimco Walden and its Subsidiaries have Subsidiaxxxx xave obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco Walden Material Adverse EffectXxxxxt. True Copies of the Organizational Documents of Walden and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements WDOP have been previously delivered bexx xxxivered or made available to Price REITDrever and its counsel, are complete and correct and are in full force and effect as of the date hereof.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each Legacy is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware. Kimco Legacy is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco Legacy and its Subsidiaries taken as a whole (a "Kimco Legacy Material Adverse Effect"). Kimco Legacy has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of KimcoLegacy's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Legacy Material Adverse Effect. Neither Kimco Legacy nor any or of its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Legacy or any of its Subsidiaries or any of their respective properties or assets is subject, except where such violation would not have a Kimco Legacy Material Adverse Effect. To the knowledge of the executive officers of KimcoLegacy, Kimco Legacy and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Kimco Legacy Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements have been previously delivered or made available to Price REIT.Adverse

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each Enterprises is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationMaryland. Kimco Enterprises is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco Enterprises and its Subsidiaries taken as a whole (a an "Kimco Enterprises Material Adverse Effect"). Kimco Enterprises has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Enterprises' Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco an Enterprises Material Adverse Effect. Neither Kimco Enterprises nor any or of its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Enterprises or any of its Subsidiaries or any of their respective properties or assets is subject, except where such violation would not have a Kimco an Enterprises Material Adverse Effect. To the knowledge of the executive officers of KimcoEnterprises, Kimco Enterprises and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Kimco an Enterprises Material Adverse Effect. True and correct copies Copies of Kimco's Enterprises' and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements have been previously delivered or made available to Price REITLegacy.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporationsWalden is a corporatixx xxxy organized, and each is duly incorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationMaryland. Kimco Walden is duly licensed licensxx or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, results of operations or financial condition of Walden and the Subsidxxxxxx (financial or otherwiseas defined below) of Kimco and its Subsidiaries taken as a whole (a "Kimco Walden Material Adverse EffectAdverxx Xxxect"). Kimco Walden has all requisite corporate rxxxxxxte power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries WDOP is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organizationDelaware, has the corporate, company or requisite partnership power and authority to own its properties and to carry on its business as it is now being conducted, conducted and as contemplated by this Agreement and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Walden Material Adverse EffectAdverxx Xxxect. Neither Kimco Walden nor any or its Subsidiaries of the Xxxxxdiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Walden or any of its Subsidiaries xxx Xubsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco Walden Material Adverse Xxxxxxe Effect. To the knowledge of the executive officers of Kimco, Kimco Walden and its Subsidiaries Subsidxxxxxx have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco Walden Material Adverse Xxxxxxe Effect. True Copies of the articles of incorporation and correct copies bylaws of Kimco's Walden and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements the partnexxxxx agreement of WDOP have been previously delivered or made available to Price REIT.Drever and its counsel, are complete and correct and are in full force and effect as of the date hereof. 2 Authorization, Validity and Effect of Agreements. Walden and WDOP have xxx xxquisite corporate and partnership power and authority, respectively, to execute and deliver this Agreement and consummate the transactions contemplated hereby. Subject only to the approval of the issuance of the shares of Common Stock to be issued by Walden upon exchange xx xxx Common Units and the exercise of the Warrants by the Walden Stockholders, xxx consummation by each of Walden and WDOP of thxx Xxxeement and the transactions contemplated hereby have been duly authorized by all requisite corporate and partnership action on the part of Walden and WDOP, respxxxxxxly. Assuming the due and valid authorization, execution and delivery of this Agreement by Drever, AOF and AOFII, this Agreement constitutes the valid and legally binding obligation of each of Walden and WDOP, enfoxxxxxxe against each of Walden and WDOP in acxxxxxxce with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. 3

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each is Bradxxx xx a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationMaryland. Kimco is Bradxxx xx duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, assets, results of operations or financial condition of Bradxxx xxx the Bradxxx Xxxsidiaries (financial or otherwiseas defined below) of Kimco and its Subsidiaries taken as a whole (a "Kimco Material Bradxxx Xxxerial Adverse Effect"). Kimco has Bradxxx xxx all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries the Bradxxx Xxxsidiaries is a corporation, limited liability company or partnership corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Material Bradxxx Xxxerial Adverse Effect. Neither Kimco nor Bradxxx xxx any or its Subsidiaries Bradxxx Xxxsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco or Bradxxx xx any of its Subsidiaries Bradxxx Xxxsidiary or any of their respective properties or assets is subject, where such violation would have a Kimco Material Bradxxx Xxxerial Adverse Effect. To Bradxxx xxx the knowledge of the executive officers of Kimco, Kimco and its Subsidiaries Bradxxx Xxxsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item license, permit or authorization or to take any such action would have a Kimco Material Bradxxx Xxxerial Adverse Effect. True Copies of the Charter and correct other equivalent documents and Bylaws (and all amendments thereto) of Bradxxx xxx each of the Bradxxx Xxxsidiaries are listed in Section 6.1 of the Bradxxx Xxxclosure Letter, and the copies of Kimco's and its Subsidiaries' charter, bylaws, organization such documents, and partnership and joint venture agreements which have previously been previously delivered or made available to Price REIT.Tuckxx xx its counsel, are true and correct copies. For

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each MART is a real estate investment trust duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationMaryland. Kimco MART is duly licensed or qualified to do business as a foreign corporation entity and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so qualified would licensed or qualified, individually or in the aggregate, has not had and is not likely to have a material adverse effect on the business, results of operations, properties, assets, results of operations or condition liabilities (financial contingent or otherwise) or financial condition of Kimco MART and its the MART Subsidiaries taken as a whole (a "Kimco “MART Material Adverse Effect"”). Kimco MART has all requisite corporate real estate investment trust power and authority to own, operate, operate and lease its assets and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries MART Subsidiary (as defined in this Section 5.1) is a corporation, limited liability company (“LLC”) or partnership duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company LLC or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and . Each MART Subsidiary is duly qualified to do business and is in good standing in each jurisdiction the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so qualified licensed or qualified, individually or in the aggregate, has not had and could not reasonably be expected to be in good standing would not have a Kimco MART Material Adverse Effect. Neither Kimco MART nor any or its of the MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco MART or any of its Subsidiaries MART Subsidiary or any of their respective properties or assets is subject, except where such violation would has not had or could not reasonably be expected to have a Kimco MART Material Adverse Effect. To MART and the knowledge of the executive officers of Kimco, Kimco and its MART Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such item license, permit or authorization or to take any such action would has not had or could not reasonably be expected to have a Kimco MART Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charterThe charter or other equivalent documents, bylaws, organization documents, organizational documents and partnership and joint venture agreements have been previously (and in each such case, all amendments thereto) of MART, MART Limited Partnership, a Maryland limited partnership (“MART LP”) and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the MART Disclosure Letter and MART has delivered or made available to Price REIT.Kimco true and correct copies of the organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Table of Contents

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each New Plan is an unincorporated business trust duly incorporatedestablished, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of incorporationMassachusetts. Kimco New Plan is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business therein as a Massachusetts business trust makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not have a "New Plan Material Adverse Effect." For purposes of this Agreement, a "New Plan Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco New Plan and its Subsidiaries taken as a whole (a "Kimco Material Adverse Effect"or any matter which is reasonably likely to have such an effect). Kimco has all requisite corporate The Declaration of Trust confers upon the trustees named therein, and their successors in trust, power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of KimcoNew Plan's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which where the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which where such failure to be so qualified or to be in good standing would not have a Kimco New Plan Material Adverse Effect. Neither Kimco Except as set forth in Schedule 5.1 of the New Plan Disclosure Letter, or as disclosed in the New Plan Reports filed prior to the date hereof, neither New Plan nor any or of its Subsidiaries is in violation of any order of any court, governmental 12 authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco New Plan or any of its Subsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco New Plan Material Adverse Effect. To the knowledge of the executive officers of KimcoNew Plan, Kimco New Plan and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco New Plan Material Adverse Effect. True and correct copies of KimcoNew Plan's Declaration of Trust and its Subsidiaries' charter, charter and bylaws, organization documents, and partnership and joint venture agreements have been previously delivered or made available to Price REITExcel.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each Source is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Kimco Source is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, results of operations or financial condition (financial or otherwise) of Kimco Source and its Subsidiaries taken as a whole (a "Kimco Source Material Adverse Effect"). Kimco Source has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of KimcoSource's Subsidiaries is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Source Material Adverse Effect. Neither Kimco To the best knowledge of the executive officers of Source, neither Source nor any or of its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Source or any of its Subsidiaries Source Subsidiary or any of their respective properties or assets is subject, where such violation would have a Kimco Source Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco Source and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Kimco Source Material Adverse Effect. True and correct copies Copies of KimcoSource's and its Subsidiaries' charterArticles of Incorporation, bylawsBylaws, organization documents, documents and partnership and joint venture agreements have been previously delivered or made available to Price REITBiopool and such documents are listed in the Source Disclosure Letter and are true and correct.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each XpiData is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationArizona. Kimco XpiData is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco and its Subsidiaries taken as a whole (a "Kimco XpiData Material Adverse Effect"" (hereinafter defined). Kimco XpiData has all requisite corporate power and authority to own, operate, operate and lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries XpiData is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Material Adverse Effect. Neither Kimco nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco or any of its Subsidiaries or any of their respective properties or assets it is subject, except where such the violation would not have a Kimco an XpiData Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco and its Subsidiaries have obtained XpiData has all licenses, permits and other authorizations (the "Permits") and have has taken all actions required by applicable law or governmental regulations in connection with their its business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Kimco an XpiData Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documentsThe Permits are valid, and partnership XpiData has not received any notice that any governmental authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former officer, manager, member or employee of XpiData or any affiliate thereof, or any other person, firm, corporation or other entity, owns or has any proprietary, financial or other interest (direct or indirect) in any Permits. XpiData has conducted and joint venture agreements is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Permits and other applicable orders, statutes, approvals, judgments, decrees, plans, variances, rules and regulations of federal, state, county, municipal authorities, agencies or boards (collectively, "Laws") and is not in violation of any of the foregoing except where such failure would not have been previously delivered an XpiData Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under, or made available a breach or violation of, or adversely affect the rights and benefits afforded to Price REITXpiData, by any Permit. For purposes of this Agreement, an XpiData Material Adverse Effect shall mean any event, occurrence, act or omission that would have an material adverse effect on the business, results of operations or financial condition, assets or liabilities of XpiData.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each ARM is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationOhio. Kimco ARM is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco and its Subsidiaries taken as a whole (a "Kimco ARM Material Adverse Effect"" (hereinafter defined). Kimco ARM has all requisite corporate power and authority to own, operate, operate and lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries ARM is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Material Adverse Effect. Neither Kimco nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco or any of its Subsidiaries or any of their respective properties or assets it is subject, except where such the violation would not have a Kimco an XpiData Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco and its Subsidiaries have obtained ARM has all licenses, permits and other authorizations authorizations, including licenses to act as a consumer collection agency in the states set forth in the ARM Disclosure Letter (the "Permits") and have has taken all actions required by applicable law or governmental regulations in connection with their its business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Kimco an ARM Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documentsThe Permits are valid, and partnership ARM has not received any notice that any governmental authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former officer, manager, member or employee of ARM or any affiliate thereof, or any other person, firm, corporation or other entity, owns or has any proprietary, financial or other interest (direct or indirect) in any Permits. ARM has conducted and joint venture agreements is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Permits and other applicable orders, statutes, approvals, judgments, decrees, plans, variances, rules and regulations of federal, state, county, municipal authorities, agencies or boards (collectively, "Laws") and is not in violation of any of the foregoing except where such failure would not have been previously delivered an ARM Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under, or made available a breach or violation of, or adversely affect the rights and benefits afforded to Price REITARM, by any Permit. For purposes of this Agreement, an ARM Material Adverse Effect shall mean any event, occurrence, act or omission that would have a material adverse effect on the business, results of operations or financial condition, assets or liabilities of ARM.

Existence; Good Standing; Authority; Compliance With Law. Kimco and Merger Sub are corporations, and each Excel is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporationMaryland. Kimco Excel is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business therein makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not have an Excel Material Adverse Effect (as herein defined). For purposes of this Agreement, an "Excel Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco Excel and its Subsidiaries taken as a whole (a "Kimco Material Adverse Effect"or any matter which is reasonably likely to have such an effect). Kimco Each of Excel and Excel's Subsidiaries has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of KimcoExcel's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which where the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which where such failure to be so qualified or to be in good standing would not have a Kimco an Excel Material Adverse Effect. Neither Kimco Excel nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco Excel or any of its Subsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco an Excel Material Adverse Effect. To the knowledge of the executive officers of KimcoExcel, Kimco Excel and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco an Excel Material Adverse Effect. True and correct copies of KimcoExcel's and its Subsidiaries' charter, bylaws, organization documents, charter and bylaws and partnership and joint venture agreements have been previously delivered or made available to Price REITNew Plan.