Common use of ORGANIZATION, STANDING AND POWER OF WELLSFORD Clause in Contracts

ORGANIZATION, STANDING AND POWER OF WELLSFORD. Wellsford is a real estate investment trust duly organized and validly existing under the laws of Maryland and has the requisite power and authority to carry on its business as now being conducted. Wellsford is duly qualified or licensed to do business as a foreign trust 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 business, properties, assets, financial condition or results of operations of Wellsford and the Wellsford Subsidiaries (as defined below), taken as a whole (a "Wellsford Material Adverse Effect"). Wellsford has delivered to EQR complete and correct copies of its Amended and Restated Declaration of Trust (including all Articles Supplementary thereto) and Amended and Restated Bylaws, in each case, as amended to the date of this Agreement.