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

Existence; Good Standing; Authority; Compliance With Law. (a) Lexington is a corporation duly formed, validly existing and in good standing under the laws of the State of Maryland. Lexington is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, results of operations or financial condition of Lexington and the Lexington Subsidiaries (as defined below) taken as a whole (a "Lexington Material Adverse Effect"). Lexington has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. (b) Schedule 6.1(b) lists each subsidiary required to be listed by Lexington in Exhibit 21 to the Lexington SEC Reports (the "Lexington Subsidiaries"). Each of the Lexington Subsidiaries set forth on Schedule 6.1(b) is a corporation, partnership or trust, as the case may be, duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, has the organizational 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 Lexington Material Adverse Effect. (c) To the knowledge of Lexington, neither Lexington nor any Lexington Subsidiary is in violation of any law, ordinance, governmental rule or regulation to which Lexington or any Lexington Subsidiary or any of their respective properties or assets is subject. (d) Copies of the Articles of Incorporation or other charter documents (and all amendments thereto) of Lexington are listed in Schedule 6.1(d), and the copies of such documents, which have previously been delivered or made available to the Trust or its counsel, are true and correct copies.

Existence; Good Standing; Authority; Compliance With Law. (a) Lexington is a corporation duly formed, validly existing and in good standing under the laws of the State of Maryland. Lexington is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, results of operations or financial condition of Lexington and the Lexington Subsidiaries (as defined below) taken as a whole (a "Lexington Material Adverse Effect"). Lexington has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. (b) Schedule 6.1(b) lists each subsidiary required to be listed by Lexington in Exhibit 21 to the Lexington SEC Reports (the "Lexington Subsidiaries"). Each of the Lexington Subsidiaries set forth on Schedule 6.1(b) is a corporation, partnership or trust, as the case may be, duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, has the organizational 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 Lexington Material Adverse Effect. (c) To the knowledge of Lexington, neither Lexington nor any Lexington Subsidiary is in violation of any law, ordinance, governmental rule or regulation to which Lexington or any Lexington Subsidiary or any of their respective properties or assets is subject. (d) Copies of the Articles of Incorporation or other charter documents (and all amendments thereto) of Lexington are listed in Schedule 6.1(d), and the copies of such documents, which have previously been delivered or made available to the Trust or its counsel, are true and correct copies.

Existence; Good Standing; Authority; Compliance With Law. (a) Lexington Biopool is a corporation corporation, Merger Sub is a corporation, and each is duly formedorganized, validly existing and in good standing under the laws of the State its jurisdiction of Marylandincorporation or organization. Lexington 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 licensed or qualified would not have a material adverse effect on the business, results of operations or financial condition of Lexington Biopool and the Lexington its Subsidiaries (as defined below) taken as a whole (a "Lexington Biopool Material Adverse Effect"). Lexington Biopool has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. (b) Schedule 6.1(b) lists each subsidiary required to be listed by Lexington in Exhibit 21 to the Lexington SEC Reports (the "Lexington Subsidiaries"). Each of the Lexington Biopool's Subsidiaries set forth on Schedule 6.1(b) is a corporation, partnership or trust, as the case may be, corporation duly formedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the organizational 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 Lexington Biopool Material Adverse Effect. (c) . To the best knowledge of Lexingtonthe executive officers of Biopool, neither Lexington Biopool nor any Lexington Subsidiary 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 Lexington Biopool or any Lexington Subsidiary of its Subsidiaries or any of their respective properties or assets is subject. (d) , where such violation would have a Biopool Material Adverse Effect. 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 Biopool Material Adverse Effect. Copies of the Articles of Incorporation or other Biopool's and its Subsidiaries' respective charter documents (and all amendments thereto) of Lexington are listed in Schedule 6.1(d), and the copies of such documents, which Bylaws have been previously been delivered or made available to Source and such documents are listed in the Trust or its counsel, Biopool Disclosure Letter and are true and correct copiescorrect.

Existence; Good Standing; Authority; Compliance With Law. (a) Lexington Walden is a corporation duly formedxxxx organized, incorporated, validly existing and in good standing under the laws of the State of Maryland. Lexington 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 licensed or qualified would not have a material adverse effect on the business, results of operations or financial condition of Lexington Walden and the Lexington Subsidiaries (as defined below) taken its Subsidiaxxxx xaken as a whole (a "Lexington Walden Material Adverse EffectXxxxxt"). Lexington Walden has all requisite corporate power requisitx xxxxr and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. (b) Schedule 6.1(b) lists each subsidiary required to be listed by Lexington in Exhibit 21 to the Lexington SEC Reports (the "Lexington Subsidiaries"). Each of the Lexington Subsidiaries set forth on Schedule 6.1(b) WDOP is a corporation, partnership or trust, as the case may be, duly formedorganized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware, has the organizational 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 Lexington Walden Material Adverse Effect. (c) To the knowledge of Lexington, neither Lexington Xxxxxt. Neither Walden nor any Lexington Subsidiary of its Sxxxxxxaries is in violation of any order of any court, governmental body or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Lexington Walden or any Lexington Subsidiary of its Suxxxxxxries or any of their respective properties or assets is subject. (d) , where such violation would have a Walden Material Adverse Xxxxxt. Walden and its 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 Walden Material Adverse Xxxxxt. Copies of the Articles Organizational Documents of Incorporation or other charter documents (Walden and all amendments thereto) of Lexington are listed in Schedule 6.1(d), and the copies of such documents, which WDOP have previously been delivered bexx xxxivered or made available to the Trust or Drever and its counsel, are true complete and correct copiesand are in full force and effect as of the date hereof.

Existence; Good Standing; Authority; Compliance With Law. (a) Lexington is Bradxxx xx a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of Maryland. Lexington 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, results of operations or financial condition of Lexington and Bradxxx xxx the Lexington Subsidiaries Bradxxx Xxxsidiaries (as defined below) taken as a whole (a "Lexington Material Bradxxx Xxxerial Adverse Effect"). Lexington has Bradxxx xxx all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. (b) Schedule 6.1(b) lists each subsidiary required to be listed by Lexington in Exhibit 21 to the Lexington SEC Reports (the "Lexington Subsidiaries"). Each of the Lexington Subsidiaries set forth on Schedule 6.1(b) Bradxxx Xxxsidiaries is a corporation, partnership or trust, as the case may be, corporation duly formedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the organizational 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 Lexington Material Bradxxx Xxxerial Adverse Effect. (c) To the knowledge of Lexington, neither Lexington nor . Neither Bradxxx xxx any Lexington Subsidiary 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 Lexington or Bradxxx xx any Lexington Subsidiary Bradxxx Xxxsidiary or any of their respective properties or assets is subject. (d) , where such violation would have a Bradxxx Xxxerial Adverse Effect. Bradxxx xxx the 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 license, permit or authorization or to take any such action would have a Bradxxx Xxxerial Adverse Effect. Copies of the Articles of Incorporation or Charter and other charter equivalent documents and Bylaws (and all amendments thereto) of Lexington Bradxxx xxx each of the Bradxxx Xxxsidiaries are listed in Schedule 6.1(d)Section 6.1 of the Bradxxx Xxxclosure Letter, and the copies of such documents, which have previously been delivered or made available to the Trust or Tuckxx xx its counsel, are true and correct copies.. For