Common use of Organization and Good Standing of Subsidiaries Clause in Contracts

Organization and Good Standing of Subsidiaries. The Subsidiaries as set forth in Section 4.01(b) of the Buyer Disclosure Letter are the only Subsidiaries of the Buyer. The Buyer does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than its Subsidiaries and the Buyer owns, directly or indirectly, the percentage indicated in Section 4.01(b) of the Buyer Disclosure Letter of the issued and outstanding shares in the capital of its Subsidiaries. Other than as disclosed in Section 4.01(b) of the Buyer Disclosure Letter, all of such shares are free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demand of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of its Subsidiaries or any other security convertible into or exchangeable for any such shares. Each Subsidiary is a corporation or entity incorporated or organized, as applicable, validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has the power and capacity to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Each Subsidiary is duly qualified, licensed or registered to carry on business in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed or registered would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. No steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of any of its Subsidiaries.

Organization and Good Standing of Subsidiaries. The Subsidiaries (a) Each Subsidiary (as set forth in Section 4.01(bdefined below) of NAI (an "NAI Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of its state of jurisdiction and has all requisite corporate power and authority to own, operate, lease and encumber its properties and assets and to carry on its business as it is now being conducted. Each NAI Subsidiary is licensed and qualified to do business and is in good standing in all the states, countries and jurisdictions listed on Schedule 2.3(a) hereto, which is a true, complete and correct list of all of the states, countries and jurisdictions in which each NAI Subsidiary is required to be licensed and qualified to do business or in which it owns or leases property other than any state, country or jurisdiction where the failure to be so licensed or qualified would not have a material adverse effect on the condition (financial or otherwise), business, prospects, properties, net worth or results of operations of such NAI Subsidiary, taken as a whole. NAI and the Sellers have delivered to the Buyer Disclosure Letter are the only Subsidiaries true, complete and correct copies of the Buyer. The Buyer does not beneficially own or exercise control or direction over 10% or more Articles of Incorporation and Bylaws, in each case, as amended and/or restated for each NAI Subsidiary. (b) Each NAI Subsidiary is wholly-owned by NAI and the outstanding voting shares ownership interest of NAI in each NAI Subsidiary, is free of any company that holds any assets or conducts any operations other than its Subsidiaries and the Buyer owns, directly or indirectly, the percentage indicated in Section 4.01(b) of the Buyer Disclosure Letter of the issued and outstanding shares in the capital of its Subsidiaries. Other than as disclosed in Section 4.01(b) of the Buyer Disclosure Letter, all of such shares are free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrancesliens, claims or demand other encumbrances. All shares of any kind whatsoever, all of such shares each NAI Subsidiary have been duly authorized and are validly issued and are outstanding as issued, fully paid and non-assessable shares nonassessable and are free of preemptive rights with no person has any rightpersonal liability attaching to the ownership thereof. Set forth on Schedule 2.3(b) is a true, agreement or option, present or future, contingent or absolute, or any right capable complete and correct listing of becoming a right, agreement or option, for the purchase each NAI Subsidiary. "Subsidiary" of any interest in Person means any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person) owns any of such shares or for the issue or allotment of any unissued shares in the capital stock or other equity interests of any of its Subsidiaries such corporation, partnership, limited liability company, joint venture or any other security convertible into or exchangeable for any such shareslegal entity. Each Subsidiary is a corporation or entity incorporated or organizedAs used herein, as applicable"Person" means an individual, validly existing under the laws of the jurisdiction of its incorporationcorporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or formation, as applicable, and has the power and capacity to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Each Subsidiary is duly qualified, licensed or registered to carry on business in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed or registered would not be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. No steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of any of its Subsidiariesother entity.

Organization and Good Standing of Subsidiaries. The Subsidiaries as set forth in Section 4.01(b) As of the Buyer Disclosure Letter are date hereof, the only Subsidiaries of the Buyer. The Buyer Company does not beneficially own or exercise control or direction over 10% or more have a “significant subsidiary” (as such term is defined in Rule 1-02 of the outstanding voting shares of any company that holds any assets or conducts any operations other than its Subsidiaries and the Buyer ownsRegulation S-X) (each, directly or indirectlyif any, a “Subsidiary” and, collectively, the percentage indicated in Section 4.01(b) of the Buyer Disclosure Letter of the issued and outstanding shares in the capital of its “Subsidiaries. Other than as disclosed in Section 4.01(b) of the Buyer Disclosure Letter, all of such shares are free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demand of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of its Subsidiaries or any other security convertible into or exchangeable for any such shares”). Each Subsidiary has been duly organized and is a corporation or entity incorporated or organized, as applicable, validly existing in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, organization has corporate or formation, as applicable, and has the similar power and capacity authority to own, lease and operate its assets and properties and to conduct its business as now owned described in the Offering Circular and conducted. Each Subsidiary is duly qualified, qualified and licensed or registered to carry on transact business and is in good standing in each jurisdiction in which its assets are located such qualification is required, whether by reason of the ownership or it conducts leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified, licensed or registered in good standing would not be reasonably expected to have, individually or result in the aggregate, a Buyer Material Adverse Effect. No steps Except as otherwise disclosed in the Offering Circular (i) all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or proceedings have been taken through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity and (ii) no Subsidiary is prohibited or restricted, directly or indirectly, by any Personagreement or other instrument to which it is a party or is subject from paying dividends to the Company, voluntary or otherwisefrom making any other distribution with respect to such Subsidiary’s capital stock or from repaying to the Company or any other Subsidiary any amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, requiring or authorizing from transferring any such Subsidiary’s property or assets to the dissolution Company or winding up to any other Subsidiary; other than as disclosed in the Offering Circular, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association. The activities of its Subsidiariesthe Subsidiaries are permitted to subsidiaries of a state chartered bank under applicable law and the rules and regulations of the DBO and the FDIC.

Organization and Good Standing of Subsidiaries. The Subsidiaries as Company represents and warrants that set forth in Section 4.01(bon Schedule 2 are each of its subsidiaries (other than the Operating Partnership) that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Buyer Disclosure Letter Company and its subsidiaries considered as one enterprise (each a “Subsidiary” and collectively, the “Subsidiaries”) and set forth on Schedule 3 are each of its joint ventures (that are not also Subsidiaries) that are material, financial or otherwise, to the only Subsidiaries earnings, business affairs or business prospects of the Buyer. The Buyer does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than Company and its Subsidiaries subsidiaries considered as one enterprise (each a “Joint Venture” and the Buyer owns, directly or indirectlycollectively, the percentage indicated in Section 4.01(b) of the Buyer Disclosure Letter of the issued and outstanding shares in the capital of its Subsidiaries. Other than as disclosed in Section 4.01(b) of the Buyer Disclosure Letter, all of such shares are free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demand of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of its Subsidiaries or any other security convertible into or exchangeable for any such shares“Joint Ventures”). Each Subsidiary and Joint Venture has been duly organized and is validly existing as a corporation corporation, limited liability company, limited partnership or entity incorporated or organizedlimited liability limited partnership, as applicablethe case may be, validly existing in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicableexcept where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect, and has the corporate or other applicable entity, power and capacity authority to own, lease and operate its assets and properties and to conduct its business as now owned described in the Registration Statement, the Time of Sale Information and conducted. Each Subsidiary the Prospectus and is duly qualified, licensed qualified as a foreign corporation or registered other applicable entity to carry on transact business and is in good standing in each jurisdiction in which its assets are located such qualification is required, whether by reason of the ownership or it conducts leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified, licensed or registered in good standing would not reasonably be reasonably expected to have, individually or result in the aggregate, a Buyer Material Adverse Effect. No steps ; except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding capital stock or proceedings have other applicable entity interests, which are owned directly or indirectly by the Company, of each such Subsidiary and Joint Venture has been taken by any Personduly authorized and validly issued, voluntary or otherwiseis fully paid and, requiring or authorizing in the dissolution or winding up case of capital stock, non-assessable and, in the case of any other equity interests, exempts the holder thereof from any expense or liability beyond the amount of its Subsidiariessuch holder’s investment except as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, and, each of the shares of capital stock or other applicable entity interests owned, directly or indirectly by the Company, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of any Subsidiary or Joint Venture was issued in violation of the preemptive, co-sale, registration, right of first refusal or similar rights of any securityholder of such Subsidiary or Joint Venture or any other person. The only Subsidiaries of the Company are (a) the Subsidiaries listed on Schedule 2 hereto and the Joint Ventures listed on Schedule 3 hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. The Company does not have any “significant subsidiaries” other than the Operating Partnership.