Common use of Organization of the Acquired Companies Clause in Contracts

Organization of the Acquired Companies. (a) Each of the Company and its Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, as applicable. The Company and each of its Subsidiaries has the corporate or limited liability company power, as applicable, to own, operate, distribute and lease its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to result in a Material Adverse Effect. None of the Company nor any of its Subsidiaries is in violation of any of the provisions of its Charter Documents. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a correct and complete list of: (i) the names of the members of the board of directors or managers, as applicable, of the Company and each of its Subsidiaries and (ii) the names and titles of the officers of the Company and each of its Subsidiaries, in each case as of the Agreement Date. (c) Section 3.1(c) of the Company Disclosure Schedule lists every state or foreign jurisdiction in which any of the Acquired Companies has employees or facilities as of the Agreement Date (specifying the existence of employees or facilities in each such state or jurisdiction). (d) The Company has made available correct and complete copies of the Company’s and each of its Subsidiaries’ certificate of incorporation or certificate of formation (the “Formation Documents”), bylaws, limited liability company agreements and other governing documents, each as amended and in full force and effect on the Agreement Date (collectively, the “Charter Documents”). The board of directors (or equivalent body) of the Company and each of its Subsidiaries has not approved any amendment to any of the current Charter Documents, other than in connection with the Transactions.

Organization of the Acquired Companies. (a) Each of the Company Acquired Companies and its each of their respective Subsidiaries is a corporation corporation, limited liability company or limited liability companypartnership, as applicable, duly organized, validly existing and and, where such concept is applicable, in good standing under the laws of its state jurisdiction of incorporation or formation, as applicableorganization. The Each Acquired Company and each of its Subsidiaries has the corporate or corporate, limited liability company poweror limited partnership power and authority, as applicable, to own, operate, distribute and lease its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the character of the properties owned, operated, distributed or leased by it or the character or location of its assets or properties (whether owned, leased or licensed) or nature of its activities makes such qualification or licensing necessary, except for such jurisdictions where the failure to be so qualified and in good standingwould not be material, individually or in the aggregate with any aggregate, to such other failures, would reasonably be expected to result in a Material Adverse Effect. None of the Company nor any of its Subsidiaries is in violation of any of the provisions of its Charter DocumentsAcquired Company. (b) Section 3.1(b) of the Acquired Company Disclosure Schedule sets forth a correct and complete list of: (i) the names of the members of the board of directors or managers, as applicable, of the each Acquired Company and each of its Subsidiaries and (ii) the names and titles of the officers of the each Acquired Company and each of its Subsidiaries, in each case as of the Agreement Date. (c) Section 3.1(c) of the Acquired Company Disclosure Schedule lists every state or foreign jurisdiction in which any of the Acquired Companies has employees and their respective Subsidiaries have Service Providers or facilities or otherwise conduct business as of the Agreement Date (specifying the existence of employees Service Providers or facilities in each such state or jurisdiction). (d) The Company has Acquired Companies have made available correct and complete copies of the Company’s Governing Documents of each Acquired Company and each of its Subsidiaries’ certificate of incorporation or certificate of formation (the “Formation Documents”), bylaws, limited liability company agreements and other governing documents, each as amended and in full force and effect on the Agreement Date (collectively, the “Charter Documents”). The No board of directors or managers (or equivalent governing body) of the any Acquired Company and each or any of its Subsidiaries has not approved or proposed, nor, to the Knowledge of the Sellers, has any other Person proposed, any amendment to any of the current Charter Governing Documents of the Acquired Companies or their respective Subsidiaries. No Acquired Company or any of its Subsidiaries is or has been in violation of any of the provisions of its Governing Documents, other than in connection with the Transactions.

Organization of the Acquired Companies. (a) Each of the Acquired Company and its Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its state organization, which jurisdiction is set forth in Section 4.1(a) of incorporation the Disclosure Schedules. Each Acquired Company has full power and authority to enable it to own, lease or formation, otherwise hold its properties and assets and to carry on its business in all material respects as applicablepresently conducted. The Each Acquired Company is duly qualified and in good standing to do business in each jurisdiction in which the conduct or nature of its Subsidiaries has business or the corporate ownership, leasing or limited liability company powerholding of its properties makes such qualification necessary, as applicable, to own, operate, distribute and lease its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction except where the failure to be in good standing or so qualified and in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to result in have a Material Adverse Effect. None A true and complete list of the jurisdictions in which each Acquired Company nor any of its Subsidiaries is so qualified is set forth in violation of any Section 4.1(a) of the provisions of its Charter DocumentsDisclosure Schedules. (b) Section 3.1(b) The Sellers have delivered to the Buyer prior to the date hereof true and complete copies of the Company Disclosure Schedule sets forth a correct certificate of formation and complete list of: limited liability company operating agreement or partnership agreement, or certificate of incorporation, memorandum and articles of association and/or by-laws (i) the names of the members of the board of directors or managerscomparable documents), as applicable, each as amended to date, of the Company and each of its Subsidiaries and (ii) the names and titles of the officers of the Company and each of its Subsidiaries, in each case Directly Acquired Entity as of the Agreement Datedate hereof. (c) Section 3.1(c) The Sellers have delivered to the Buyer prior to the date hereof true and complete copies of the certificate of formation and limited liability company operating agreement or partnership agreement, or certificate of incorporation, memorandum and articles of association and/or by-laws (or comparable documents), as applicable, each as amended to date, of each Acquired Company Disclosure Schedule lists every state or foreign jurisdiction in which any of (other than the Directly Acquired Companies has employees or facilities Entities) as of the Agreement Date (specifying the existence of employees or facilities in each such state or jurisdiction)date hereof. (d) The Company has made available correct and complete copies equity register or register of the Company’s and each of its Subsidiaries’ certificate of incorporation members (or certificate of formation (the “Formation Documents”comparable document), bylawsas applicable, limited liability company agreements and other governing documents, each as amended and in full force and effect on the Agreement Date stock or share certificates (collectively, the “Charter Documents”). The board of directors (with respect to such stock or equivalent body) of the Company and each of its Subsidiaries has not approved any amendment to any of the current Charter Documentsshare certificates only, other than with respect to CFC UB Cayman, Colony American Finance 2015-1, Ltd., Colony American Finance 2016-1 Ltd. and Colony American Finance 2016-2, Ltd.), if any, and transfer books or records which have been made available to the Buyer before the date hereof, are true and complete in connection with all material respects as of the Transactionsdate hereof.

Organization of the Acquired Companies. (a) Each of the The Company and each of its Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation or formation, as applicableincorporation. The Company and each of its Subsidiaries has the corporate or limited liability company power, as applicable, power to own, operate, distribute and lease its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to result in a Material Adverse EffectEffect to the Company. None of the Company nor any of its Subsidiaries is in violation of any of the provisions of its Charter Documents. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a correct and complete list of: (i) the names of the members of the board of directors or managers, as applicable, of the Company and each of its Subsidiaries and (ii) the names and titles of the officers of the Company and each of its Subsidiaries, in each case as of the Agreement Date. (c) Section 3.1(c) of the Company Disclosure Schedule lists every state or foreign jurisdiction in which any the Company and each of the Acquired Companies its Subsidiaries has employees Employees or facilities or otherwise conducts its business as of the Agreement Date (specifying either the existence of employees Employees or facilities in each such state or jurisdiction). (d) The Company has made available correct and complete copies of the Company’s and each of its Subsidiaries’ certificate of incorporation or certificate of formation incorporation, as amended to date (the “Formation Documents”), bylaws, limited liability company agreements as amended to date, and other governing documents, each as amended and to date, each in full force and effect on the Agreement Date (collectively, the “Charter Documents”). The board of directors (or equivalent body) of the Company and each of its Subsidiaries has not approved or proposed any amendment to any of the current Charter Documents, other than in connection with the Transactionstransactions contemplated by this Agreement.

Organization of the Acquired Companies. (a) Each of the The Company and each of its Subsidiaries is a corporation or limited liability company, as applicable, an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation or formation, as applicableincorporation. The Company and each of its Subsidiaries has the corporate or limited liability company power, as applicable, to own, operate, distribute and lease its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to result in a Material Adverse EffectEffect to the Company. None of the Company nor any of its Subsidiaries is in violation of any of the provisions of its Charter Documents. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a correct and complete list of: (i) the names of the members of the board of directors or managers, as applicable, of the Company and each of its Subsidiaries Subsidiaries, and (ii) the names and titles of the officers of the Company and each of its Subsidiaries, in each case as of the Agreement Date. (c) Section 3.1(c) of the Company Disclosure Schedule lists every state or foreign jurisdiction in which any the Company and each of the Acquired Companies its Subsidiaries has employees Employees or facilities or otherwise conducts its business as of the Agreement Date (specifying the existence of employees Employees or facilities in each such state or jurisdiction). (d) The Company has made available correct and complete copies of the Company’s and each of its Subsidiaries’ certificate certificates of incorporation or certificate of formation incorporation, as amended to date (the “Formation Documents”), bylaws, limited liability company agreements as amended to date, and other governing documents, each as amended and to date, each in full force and effect on the Agreement Date (collectively, the “Charter Documents”). The board boards of directors (or equivalent body) of the Company and each of its Subsidiaries has have not approved or proposed, nor, to the Knowledge of the Company, has any other Person proposed, any amendment to any of the current Charter Documents, other than in connection with the Transactionstransactions contemplated by this Agreement.