Existence; Good Standing; Compliance with Law. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland. Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have, or reasonably be expected to have, a Parent Material Adverse Effect. Parent has all requisite corporate power and authority to own, operate, lease, hold and encumber its properties and carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland. Section 4.1(a) of the Company Disclosure Schedule lists the jurisdictions in which the Company is duly qualified or licensed to do business as a foreign corporation or other entity. The Company is duly qualified or licensed to do business as a foreign corporation or other entity and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has the requisite corporate or other requisite entity power and authority to own, lease, hold, encumber and, to the extent applicable, operate its properties and to carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. (a) Parent is a corporation duly formed, validly existing and in good standing under the Laws of the State of Maryland. Section 5.1(a)(i) of the Parent Disclosure Schedule lists the jurisdictions in which Parent is duly qualified or licensed to do business as a foreign corporation. Except as set forth in Section 5.1(a)(ii) of the Parent Disclosure Schedule, Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have, or reasonably be expected to have, a Parent Material Adverse Effect. Parent has all requisite corporate power and authority to own, operate, lease, hold and encumber its properties and carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. (a) The Company is a corporation duly formed, validly existing and in good standing under the Laws of the State of Maryland. Section 4.1(a) of the Company Disclosure Schedule lists the jurisdictions in which the Company is duly qualified or licensed to do business as a foreign corporation or other entity. The Company is duly qualified or licensed to do business as a foreign corporation or other entity and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has all requisite corporate or other requisite entity power and authority to own, operate, lease, hold and encumber its properties and carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Florida. The Company is not, and is not required to be, licensed or qualified to do business as a foreign corporation under the laws of any other state of the United States. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. (a) The Company is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing (or the equivalent thereof, if applicable, with respect to jurisdictions that recognize such concept) under the Laws of any jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or to be in good standing (or the equivalent thereof, if applicable, with respect to jurisdictions that recognize such concept) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has all requisite real estate investment trust power and authority to own, operate, lease, hold and encumber its properties and carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. (a) Park is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware. Park is duly qualified or licensed to do business as a foreign corporation and is in good standing (or the equivalent thereof, if applicable, with respect to jurisdictions that recognize such concept) under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or to be in good standing (or the equivalent thereof, if applicable, with respect to jurisdictions that recognize such concept) would not, individually or in the aggregate, reasonably be expected to have a Park Material Adverse Effect. Park has all requisite corporate power and authority to own, operate, lease, hold and encumber its properties and carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. (a) The Company is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland. Section 4.1(a) of the Company Disclosure Letter lists the jurisdictions in which the Company is duly qualified or licensed to do business as a foreign corporation or other entity. The Company is duly qualified or licensed to do business as a foreign corporation or other entity and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has the requisite corporate or other requisite entity power and authority to own, lease, hold, encumber and, to the extent applicable, operate its properties and to carry on its business as now conducted.
Existence; Good Standing; Compliance with Law. The Company and --------------------------------------------- each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. The Company and each of its subsidiaries is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the character of the respective properties owned or leased by it therein or in which the transaction of its respective business makes such qualification necessary, except for jurisdictions in which the failure to be so qualified or to be in good standing would not have a Material Adverse Effect (as defined below). As used in this Agreement, the term "Material Adverse Effect" ----------------------- shall mean any change or effect that is or is likely to be materially adverse to (a) the business, assets (including intangible assets), financial condition, results of operations or prospects of the Company and its subsidiaries taken as a whole, (b) the ability of the Company to pay or perform its obligations under the Transaction Documents (as hereinafter defined), or (c) the rights and remedies of the Purchasers under the Transaction Documents. The Company and each of its subsidiaries has all requisite corporate power and authority to own its respective properties and carry on its respective business as now conducted and as proposed to be conducted in the SEC Documents (as defined below). As used in this Agreement, the term "Transaction Documents" --------------------- shall mean and include this Agreement, the Shares, and all other documents, instruments and agreements delivered to the Purchasers in connection with this Agreement or such specified Transaction Documents.
Existence; Good Standing; Compliance with Law. (a) The Company is a corporation duly formed, validly existing and in good standing under the Laws of the State of Maryland. Section 4.1(a) of the Company Disclosure Schedule lists the jurisdictions in which the Company is duly qualified or licensed to do business as a foreign corporation. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease, hold and encumber its properties and carry on its business as now conducted.
