Common use of Organization, Existence; Records and Actions Clause in Contracts

Organization, Existence; Records and Actions. (a) Schedules 2.1(a)-(e) of the CTF Agreement contain, with respect to each CTF Selling Entity and Target, a complete and accurate list of the jurisdiction of formation of such CTF Selling Entity and Target, and any other jurisdictions in which such Target is qualified to do business as a foreign entity. Each CTF Selling Entity and each Target is duly incorporated or formed and organized, validly existing and in good standing under the laws of the jurisdiction in which each was formed, with corporate power (or otherwise, as applicable) and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use. Each Target is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business or operations of the Target as presently conducted. (b) A true and complete copy of the Organizational Documents of each Target, certified by the Secretary or Assistant Secretary of the Target has been delivered to Marriott, and remain in full force and effect. (c) The minute books of each Target contain accurate and complete records of all meetings held, and actions taken by, the board of directors or other governing body, any committees of the board of directors or other governing body, general partners, limited partners, managers or managing members, members, trustees, stockholders or equity holders of such Target. (d) At the Closing, all of the books of account, minute books, equity interest record books, and other records of a Target (including correspondence related to the Leases) will be in the possession of such Target. As soon as reasonably practicable, but in no event more than twenty (20) days following the Closing, CTF shall physically deliver such corporate minute books and other corporate records to Marriott and no more than sixty (60) days following the Closing, CTF shall physically deliver all other such books and records to Marriott.

Organization, Existence; Records and Actions. (a) Schedules 2.1(a)-(e) of the CTF Agreement contain, with respect to each CTF Selling Entity and Target, a complete and accurate list of the jurisdiction of formation of such CTF Selling Entity and Target, and any other jurisdictions in which such Target is qualified to do business as a foreign entity. Each CTF Selling Entity and each Target is duly incorporated or formed and organized, validly existing and in good standing under the laws of the jurisdiction in which each was formed, with corporate power (or otherwise, as applicable) and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use. Each Target is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business or operations of the Target as presently conducted. (b) A true and complete copy of the Organizational Documents of each Target, certified by the Secretary or Assistant Secretary of the Target Target, has been delivered to Marriottthe Buyer, and remain in full force and effect. (c) The minute books of each Target contain accurate and complete records of all meetings held, and actions taken by, the board of directors or other governing body, any committees of the board of directors or other governing body, general partners, limited partners, managers or managing members, members, trustees, stockholders or equity holders of such Target. (d) At the Closing, all of the books of account, minute books, equity interest record books, and other records of a Target (including correspondence related to the Leases) will be in the possession of such Target. As soon as reasonably practicable, but in no event more than twenty (20) 20 days following the Closing, CTF the Seller shall physically deliver all such corporate minute minutes books and other corporate records to Marriott the Buyer, and no more than sixty (60) 60 days following the Closing, CTF the Seller shall physically deliver all other such books and records to Marriottthe Buyer.

Organization, Existence; Records and Actions. (a) Schedules 2.1(a)-(e) of the CTF Agreement contain, with respect to each CTF Selling Entity and Target, a complete and accurate list of the jurisdiction of formation of such CTF Selling Entity and Target, and any other jurisdictions in which such Target is qualified to do business as a foreign entity. Each CTF Selling Entity and each Target is duly incorporated or formed and organized, validly existing and in good standing under the laws of the jurisdiction in which each was formed, with corporate power (or otherwise, as applicable) and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use. Each Target is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business or operations of the Target as presently conducted. (b) A true and complete copy of the Organizational Documents of each Target, certified by the Secretary or Assistant Secretary of the Target has been delivered to Marriott, and remain in full force and effect. (c) The minute books of each Target contain accurate and complete records of all meetings held, and actions taken by, the board of directors or other governing body, any committees of the board of directors or other governing body, general partners, limited partners, managers or managing members, members, trustees, stockholders or equity holders of such Target. (d) At the Closing, all of the books of account, minute books, equity interest record books, and other records of a Target (including correspondence related to the Leases) will be in the possession of such Target. As soon as reasonably practicable, but in no event more than twenty (20) days following the Closing, CTF shall physically deliver all such corporate minute books and other corporate records to Marriott Marriott, and no more than sixty (60) days following the Closing, CTF shall physically deliver all other such books and records to Marriott.