Organization, Power and Authority, and Qualification. Operating Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The REIT is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland. Each of Operating Partnership and the REIT has the requisite power and authority to carry on its respective business as it is now being conducted. Each of Operating Partnership and the REIT is qualified to do business and is in good standing in each jurisdiction in which the character of its property owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a material adverse effect on the business or financial condition of Operating Partnership or the REIT, as the case may be.
Organization, Power and Authority, and Qualification. Transferee is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Transferee has the requisite power and authority to carry on its business as it is now being conducted and to engage in the Transaction. Transferee has made available to Transferor complete and correct copies of the governing documents of Transferee with all amendments as in effect on the date of this Agreement. Transferee is qualified to do business and is in good standing in each jurisdiction where the character of its property owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a material adverse effect on the business or financial condition of Transferee.
Organization, Power and Authority, and Qualification. (a) Each of the Acquired Entities is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Delaware and has all requisite entity power and authority to own, lease and operate the properties and assets it currently owns or leases and to carry on the Acton Business as it is currently conducted by it.
(b) Each of the Acquired Entities is duly licensed or qualified to do business as a foreign entity in all jurisdictions in which the character of the properties and assets now owned or leased by it or the nature of the business now conducted by it requires it to be so licensed or qualified, except, in each case, where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 2.1(b) of the Seller Disclosure Schedule sets forth a complete list of jurisdictions in which each Acquired Entity is authorized to do business.
(c) True and complete copies of the Governing Documents of each Acquired Entity have been made available to Buyer prior to the date hereof, in each case as currently in effect, and no subsequent action has been taken to amend or modify any of the Governing Documents of the Acquired Entities. All such Governing Documents are in full force and effect, no other organizational documents are applicable to or binding upon the Acquired Entities and no Acquired Entity is in material violation of any of the provisions of its Governing Documents.
Organization, Power and Authority, and Qualification. Optionee is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Optionee has the requisite power and authority to carry on its business as it is now being conducted and to engage in the Transaction. Optionee has made available to Optionor complete and correct copies of the governing documents of Optionee, with all amendments as in effect on the date of this Agreement. Optionee is qualified to do business and is in good standing in each jurisdiction where the character of Optionee's property owned or leased or the nature of Optionee's activities makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a material adverse effect on the business or financial condition of Optionee.
Organization, Power and Authority, and Qualification. Transferee is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Transferee has the requisite power and authority to carry on its respective business as it is now being conducted. Transferee is qualified to do business and is in good standing in each jurisdiction where the character of its property owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a material adverse effect on the business or financial condition of Transferee.
Organization, Power and Authority, and Qualification. The California General Partnership is duly organized, validly existing, and in good standing under the laws of the State of California, and has the power to own all of the Property and assets and to carry on its business as heretofore conducted.
Organization, Power and Authority, and Qualification. Each Entity is duly formed and organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Entity has the requisite power and authority to carry on its business as it is now being conducted. The general partner or managing member of each Entity has made available to the Operating Partnership complete and correct copies of such Entity's organizational documents, with all amendments as in effect on the date of this Agreement (the "Entity Agreements"). Each Entity is qualified to do business and is in good standing in each jurisdiction where the character of its property owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified and in good standing would not have a material adverse effect on the business or financial condition of such Entity. Except as set forth on Schedule 1.1, none of the execution and delivery of the Omnibus Contribution Agreement by the Contributors (as defined therein), the consummation by the Contributors of the contribution of the Interests (as that term is defined in the Omnibus Contribution Agreement) or compliance by the Contributors with any of the provisions of the Omnibus Contribution Agreement will (i) conflict with or result in any breach of any provisions of any of the Entity Agreements; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which any Entity is a party or by which any Entity may be bound; or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Partnership or its property; except in the case of clauses (ii) or (iii) above, for violations, breaches or defaults that would not in the aggregate have a material adverse effect on the business or financial condition of any Entity and that will not impair the effectiveness of the contributions pursuant to the Omnibus Contribution Agreement and, except in the case of clauses (i), (ii) and (iii) above, for which waivers or consents have been obtained on or prior to the date hereof.
Organization, Power and Authority, and Qualification. PGP-MVT 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 carry on its business as it is now being conducted. PGP is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and has the requisite power and authority to carry on its business as it is now being conducted.
Organization, Power and Authority, and Qualification. PGP is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and has the requisite power and authority to own all of its assets and to carry on its business as it is now being conducted.
Organization, Power and Authority, and Qualification. Eden is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of California, and has the requisite power and authority to own all the Properties and all of its assets and to carry on its business as presently conducted.
