Good Standing of the Advisor. The Advisor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has corporate power and authority to conduct its business as described in the Prospectus and to enter into and perform its obligations (i) under this Agreement and the other Operative Documents to which it is a party and (ii) in connection with the Formation Transactions; and the Advisor is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except for such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect.
Good Standing of the Advisor. Except as otherwise disclosed in the Prospectus, since the respective dates as of which information is given in the Prospectus, there has been no material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of REIT Management & Research, Inc. (the "Advisor"), whether or not arising in the ordinary course of business, that would have a Material Adverse Effect. The Advisor (A) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and (B) has the requisite corporate power and authority to conduct its business as described in the Prospectus and to own and operate its material properties. The Advisory Agreement, dated as of January 1, 1998 (the "Advisory Agreement"), between the Company and the Advisor, has been duly authorized, executed and delivered by the parties thereto and constitutes the valid agreement of the parties thereto, enforceable in accordance with its terms, except as limited by (a) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights or remedies of creditors or (b) the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Good Standing of the Advisor. (a) As of the date hereof, the Advisor is a limited liability company duly formed and validly existing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. Each of this Agreement and the Advisory Agreement is duly and validly authorized, executed and delivered by or on behalf of the Advisor and constitutes a valid and binding agreement of the Advisor, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws).
(b) As of the date hereof, the Advisor is qualified to do business and is in good standing in every jurisdiction in which the conduct of its business in connection with the Offering requires such qualification, except where the failure to do so would not result in a Material Adverse Effect on the Advisor.
Good Standing of the Advisor. The Advisor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to enter into and perform its obligations under the Advisory Agreement.
Good Standing of the Advisor. Except as otherwise disclosed in the Prospectus, since the respective dates as of which information is given in the Prospectus, there has been no material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of Reit Management & Research LLC (the "Advisor"), whether or not arising in the ordinary course of business, that would have a Material Adverse Effect. The Advisor (A) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and (B) has the requisite limited liability company power and authority to conduct its business as described in the Prospectus and to own and operate its material properties. The Advisory Agreement, dated as of January 1, 1998 and Amendment No. 1 thereto dated as of October 12, 1999 (the "Advisory Agreement"), between the Company and the Advisor, has been duly authorized, executed and delivered by the parties thereto and constitutes the valid agreement of the parties thereto, enforceable in accordance with its terms, except as limited by (a) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights or remedies of creditors or (b) the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Good Standing of the Advisor. The Advisor has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign company to transact business and is in good standing in each other jurisdiction in which such qualification is required.
Good Standing of the Advisor. The Advisor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the Advisor and each of its Subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
Good Standing of the Advisor. The Advisor has been duly formed and is validly existing and in good standing as a limited liability company, under the laws of its place of organization, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement and the Trust Agreements to which it is a party; and the Advisor is duly qualified as a foreign limited liability company or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on the Advisor’s ability to perform its obligations under, as applicable, the Investment Management Agreement, the Structuring and Syndication Fee Agreement between BofA Securities and the Advisor (the “BofA Securities Fee Agreement”), the Structuring Fee Agreement between Xxxxxx Xxxxxxx & Co. LLC and the Advisor (the “Xxxxxx Xxxxxxx Fee Agreement”), the Structuring Fee Agreement between UBS Securities LLC and the Advisor (the “UBS Fee Agreement”), the Structuring Fee Agreement between Xxxxx Fargo Securities, LLC and the Advisor (the “Xxxxx Fargo Fee Agreement”), the Fee Agreement between Ameriprise Financial Services, LLC and the Advisor (the “Ameriprise Fee Agreement”), the Fee Agreement between Xxxxxxxxxxx & Co. Inc. and the Advisor (the “Oppenheimer Fee Agreement”), the Fee Agreement between RBC Capital Markets, LLC and the Advisor (the “RBC Fee Agreement”), the Fee Agreement between Xxxxxx, Xxxxxxxx & Company, Incorporated and the Advisor (the “Stifel Fee Agreement” and, together with the BofA Securities Fee Agreement, the Xxxxxx Xxxxxxx Fee Agreement, the UBS Fee Agreement, the Xxxxx Fargo Fee Agreement, the Ameriprise Fee Agreement, the Oppenheimer Fee Agreement and the RBC Fee Agreement, the “Fee Agreements”).
Good Standing of the Advisor. The Advisor has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required except as would not, individually or in the aggregate, result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospectus of such Advisor, whether or not arising in the ordinary course of business (an “Advisor Material Adverse Effect”).
Good Standing of the Advisor. (a) The Advisor is a limited liability company duly formed and validly existing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. Each of this Agreement and the Advisory Agreement is duly and validly authorized, executed and delivered by or on behalf of the Advisor and constitutes a valid and binding agreement of the Advisor, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws).
(b) The Advisor is qualified to do business and is in good standing in every jurisdiction in which the conduct of its business in connection with the Offering requires such qualification, except where the failure to do so would not result in a Material Adverse Effect on the Advisor.
