Good Standing of the Manager. The Manager has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has power and authority 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 Manager is duly qualified as a foreign limited liability company 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.
Appears in 15 contracts
Samples: Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (American Capital Agency Corp)
Good Standing of the Manager. The Manager has been duly formed 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 General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager is duly qualified as a foreign limited liability company 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.
Appears in 7 contracts
Samples: Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.)
Good Standing of the Manager. The Manager has been duly formed organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has power and authority 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 Manager is duly qualified as a foreign limited liability company 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.
Appears in 7 contracts
Samples: Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.)
Good Standing of the Manager. The Manager has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager is duly qualified as a foreign limited liability company 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 to so to qualify or to be in good standing would not result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Sales Agreement (American Capital Agency Corp), Sales Agreement (American Capital Agency Corp), Sales Agreement (American Capital Agency Corp)
Good Standing of the Manager. The Manager has been duly formed organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager is duly qualified as a foreign limited liability company 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.
Appears in 2 contracts
Samples: Sales Agreement (MTGE Investment Corp.), Sales Agreement (MTGE Investment Corp.)
Good Standing of the Manager. The Manager has been duly formed and formed, is validly existing and in good standing as a limited liability company in good standing under the laws of the State of Delaware and has with limited liability company 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 Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Manager is duly qualified as a foreign limited liability company 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 its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Manager Material Adverse EffectEffect (as defined below).
Appears in 2 contracts
Samples: Underwriting Agreement (AFC Gamma, Inc.), Underwriting Agreement (AFC Gamma, Inc.)
Good Standing of the Manager. The Manager has been duly formed 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 General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager is duly qualified as a foreign limited liability company 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.
Appears in 2 contracts
Samples: Purchase Agreement (Colony Financial, Inc.), Purchase Agreement (Colony Financial, Inc.)
Good Standing of the Manager. The Manager has been duly formed and is validly existing as a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and has limited liability company 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 AgreementAgreement and the Manager’s Agreements and Instruments; and the Manager is duly qualified as a foreign limited liability company 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.
Appears in 2 contracts
Samples: Atm Equity Offering Sales Agreement (Starwood Property Trust, Inc.), Atm Equity Offering Sales Agreement (Starwood Property Trust, Inc.)
Good Standing of the Manager. The Manager has been duly formed and formed, is validly existing and in good standing as a limited liability company in good standing under the laws of the State of Delaware and has with limited liability company 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 . The Manager is duly qualified as a foreign limited liability company 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 its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Manager Material Adverse EffectEffect (as defined below).
Appears in 2 contracts
Samples: Underwriting Agreement (Chicago Atlantic Real Estate Finance, Inc.), Underwriting Agreement (AFC Gamma, Inc.)
Good Standing of the Manager. The Manager has been duly formed organized and is validly existing as a limited liability company and in good standing under the laws of the State of Delaware and has Delaware, with power and authority (corporate and other) 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 Final Prospectus, and to enter into and perform its obligations under this the Management Agreement; and the Manager is duly qualified to do business as a foreign limited liability company to transact business and is entity in good standing in each all other jurisdiction jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of businessits business requires such qualification, except where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (PIMCO Mortgage Income Trust Inc.)
Good Standing of the Manager. The Manager has been duly formed and formed, is validly existing and in good standing as a limited liability company in good standing under the laws of the State of Delaware and has with limited liability company 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 Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the . The Manager is duly qualified as a foreign limited liability company 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 its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Manager Material Adverse EffectEffect (as defined below).
Appears in 1 contract
Good Standing of the Manager. The Manager has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has power and authority 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 Manager is duly qualified as a foreign limited liability company 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.
Appears in 1 contract
Samples: Underwriting Agreement (American Capital Agency Corp)
Good Standing of the Manager. The Manager has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has 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 Manager is duly qualified as a foreign limited liability company 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.
Appears in 1 contract
Samples: Underwriting Agreement (American Capital Agency Corp)
Good Standing of the Manager. The Manager has been duly formed 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 General Disclosure Package Statement and the Prospectus and to enter into and perform its obligations under this Agreement; Agreement; and the Manager and each of its subsidiaries is duly qualified as a foreign limited liability company entity 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.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (Bluerock Residential Growth REIT, Inc.)
Good Standing of the Manager. The Manager has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has 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 Manager is duly qualified as a foreign limited liability company 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.
Appears in 1 contract
Good Standing of the Manager. The Manager has been duly formed 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 General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager is duly qualified as a foreign limited liability company 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 not, individually or in the aggregate, result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Colony American Homes, Inc.)
Good Standing of the Manager. The Manager has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware New York and has 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 Manager is duly qualified as a foreign limited liability company 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.
Appears in 1 contract