Common use of Organization, Standing and Power of Parent and Buyer Clause in Contracts

Organization, Standing and Power of Parent and Buyer. (a) Parent is a limited liability company duly organized and validly existing under the Laws of Delaware and has the requisite power and authority to carry on its business as now being conducted. Parent is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect on the ability of Parent and Buyer to timely consummate the transactions contemplated by this Agreement or the Partnership Merger Agreement ("Parent Material Adverse Effect"). Parent has delivered to Seller complete and correct copies of its organizational documents (including the certificate of formation and limited liability company agreement of Parent) as amended or supplemented to the date of this Agreement. (b) Each of Buyer and SHP Investors, Inc. ("Holdings") is a corporation duly organized and validly existing under the Laws of Maryland, in the case of Buyer, or Delaware, in the case of Holdings, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Buyer and Holdings is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualifications or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect on the ability of Buyer and Holdings to timely consummate the transactions contemplated by this Agreement or the Partnership Merger Agreement (a "Buyer Material Adverse Effect"). Complete and correct copies of the organizational documents as amended or supplemented to the date of this Agreement of Buyer and Holdings have been delivered to Seller. (c) Each of Parent, Buyer and Holdings are newly formed and, except for activities incident to the acquisition of Seller, none of Parent, Buyer or Holdings has (i) engaged in any business activities of any type or kind whatsoever or (ii) acquired any property of any type or kind whatsoever.

Organization, Standing and Power of Parent and Buyer. (a) Parent is a limited liability company partnership duly organized and validly existing under the Laws of Delaware and has the requisite power and authority to carry on its business as now being conducted. Parent is duly qualified or licensed to do business as a foreign limited liability company partnership and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect on the ability of Parent and Buyer to timely consummate the transactions contemplated by this Agreement or the Partnership Merger Agreement ("Parent Material Adverse Effect"). Parent has delivered to Seller complete and correct copies of its organizational documents (including the certificate of formation and limited liability company partnership agreement of Parent) as amended or supplemented to the date of this Agreement. (b) Each of Buyer and SHP Investors, Inc. ("Holdings") is a corporation limited liability company duly organized and validly existing under the Laws of Maryland, in the case of Buyer, or Delaware, in the case of Holdings, Delaware and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Buyer and Holdings is duly qualified or licensed to do business as a foreign corporation limited liability company and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualifications or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect on the ability of Buyer and Holdings to timely consummate the transactions contemplated by this Agreement or the Partnership Merger Agreement (a "Buyer Material Adverse Effect"). Complete Buyer has delivered to Seller complete and correct copies of the its organizational documents as amended or supplemented to the date of this Agreement of Buyer and Holdings have been delivered to SellerAgreement. (c) Each of Parent, Parent and Buyer and Holdings are newly formed and, except for activities incident to the acquisition of Seller, none of Parent, neither Parent nor Buyer or Holdings has (i) engaged in any business activities of any type or kind whatsoever or (ii) acquired any property of any type or kind whatsoever.