Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each of Parent and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary other than in such jurisdictions where the failure to be so qualified individually or in the aggregate would not have a Material Adverse Effect on Parent. (b) Section 5.1(b) of the Parent Disclosure Schedules sets forth a true, correct and complete list of all of the Parent Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(b) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned directly by Parent, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or Securities.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Merger Sub Alphabet is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Parent the Subsidiaries of Alphabet (each including Abacus Holdings) is a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been corporation or other business entity duly organized, and is validly existing and in good standing, standing under the laws of the its jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary of Alphabet and its Subsidiaries has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, operate or lease and operate its properties and to carry on its business as it is now being conducted conducted, and as currently proposed by it to be conducted. Each of Parent and each Parent Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualificationqualification necessary, licensing or good standing necessary other than in such jurisdictions where the failure to be so qualified each case except as would not, individually or in the aggregate would not aggregate, reasonably be expected to have a an Alphabet Material Adverse Effect on ParentEffect. (b) Section 5.1(b) All of the Parent Disclosure Schedules sets forth a true, correct outstanding shares of capital stock and complete list of all other equity securities of the Parent Significant Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(bAlphabet (including Abacus Holdings) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the have been validly issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned owned, directly or indirectly, by Parent, or indirectly through the ownership of a Parent SubsidiaryAlphabet, free and clear of all Encumbrances pledges and security interests. All outstanding shares of capital stock and other equity interests of each Subsidiary of Alphabet owned directly or indirectly by Alphabet are not subject free and clear of all liens, claims or encumbrances as would, individually or in the aggregate, reasonably be expected to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is boundhave an Alphabet Material Adverse Effect. There are no outstanding Commitments subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other Contracts rights of any character relating (contingent or otherwise) entitling any Person to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem purchase or otherwise acquire from Alphabet or sell any of its Significant Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries of Alphabet (including Abacus Holdings). The Alphabet Disclosure Letter lists the name and jurisdiction of incorporation or organization of each of the Significant Subsidiaries of Alphabet. (c) Except for interests in Subsidiaries, neither Alphabet nor any of its Subsidiaries owns directly or indirectly any material equity interest in any Person or, other than pursuant to this Agreement, has any obligation or made any commitment to acquire any such Equity Interests interest or Securitiesmake any such investment.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, each directly and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary indirectly owned subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent SubsidiariesPARENT SUBSIDIARIES") has been duly organized, organized and is validly existing and in good standing, standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent , and each Parent Subsidiary has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each of Parent Parent, and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualificationqualification or licensing necessary, licensing or good standing necessary other than in except for such jurisdictions where the failure failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate would not have aggregate, a Parent Material Adverse Effect on ParentEffect. (b) Section 5.1(b) 5.01 of the Parent Disclosure Schedules Schedule sets forth forth, as of the date of this Agreement, a true, correct true and complete list of all of the Parent Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(b) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(btogether with (i) the jurisdiction of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests incorporation or organization of each Parent Subsidiary are owned directly by Parent, or indirectly through and the ownership percentage of a each Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right 's outstanding capital stock or right of first refusal created other equity interests owned by Law Parent or the Organizational Documents of such another Parent Subsidiary or any Contract to which such and (ii) an indication of whether each Parent Subsidiary is a party or by which it is bound"Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Neither Parent Subsidiary, or otherwise obligating Parent or nor any Parent Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to issuethe business, transferassets, sellliabilities, purchasefinancial condition or results of operations of Parent and the Parent Subsidiaries, redeem or otherwise acquire or sell any such Equity Interests or Securitiestaken as a whole.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation duly organizedand each directly and indirectly owned subsidiary of Parent, validly existing and in good standing under the laws of the State of Nevadaincluding Merger Sub, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, organized and is validly existing and in good standing, standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent , and each Parent Subsidiary has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each of Parent and each Parent Subsidiary Subsidiary, including Merger Sub, is duly qualified or licensed to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualificationqualification or licensing necessary, licensing or good standing necessary other than in except for such jurisdictions where the failure failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate would not have aggregate, a Parent Material Adverse Effect on ParentEffect. (b) Section 5.1(b) Schedule 5.01 of the Parent Disclosure Schedules Schedule sets forth forth, as of the date of this Agreement, a true, correct true and complete list of all of the Parent Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(b) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(btogether with (i) the jurisdiction of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests incorporation or organization of each Parent Subsidiary are owned directly by Parent, or indirectly through and the ownership percentage of a each Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right 's outstanding capital stock or right of first refusal created other equity interests owned by Law Parent or the Organizational Documents of such another Parent Subsidiary or any Contract to which such and (ii) an indication of whether each Parent Subsidiary is a party or by which it is bound"Significant Subsidiary" as defined in Regulation S-X under the Exchange Act. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Neither Parent Subsidiary, or otherwise obligating Parent or nor any Parent Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to issuethe business, transferassets, sellliabilities, purchasefinancial condition or results of operations of Parent and the Parent Subsidiaries, redeem or otherwise acquire or sell any such Equity Interests or Securitiestaken as a whole.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation an exempted company, duly organized, validly existing and in good standing or similar concept under the laws Laws of the State of Nevada, and Merger Bermuda. Amalgamation Sub is a corporation Bermuda exempted company, duly organized, validly existing and in good standing or similar concept under the laws Laws of the State of DelawareBermuda. Each Subsidiary of Parent Group Company (each a "other than Parent Subsidiary" andand Amalgamation Sub) is an exempted company, collectivelycorporation, the "Parent Subsidiaries") has been limited liability company, limited partnership or other applicable business entity duly organized, and is validly existing and in good standing, standing or similar concept (if applicable) under the laws Laws of the its jurisdiction of its incorporation or organizationformation, except for such failures to be in good standing that would not reasonably be expected to be material to the Parent Group Companies taken as the case may bea whole. Each of Parent and each Parent Subsidiary Group Company has the requisite company or corporate, limited liability company, limited partnership or other applicable business entity power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted and as currently proposed by it to be presently conducted. Amalgamation Sub has not engaged in any business since it was incorporated which is not in connection with this Agreement. All of the outstanding shares of Amalgamation Sub are validly issued, fully paid and nonassessable and owned of record and beneficially by Bayshore Holdings Ltd., free and clear of all Liens. Parent has delivered to the Company complete and correct copies of Parent’s and Amalgamation Sub’s respective Governing Documents in effect as of the Original Agreement Date, and neither Parent nor Amalgamation Sub is in material violation of any of the provisions of its respective Governing Documents. (b) Each of Parent and each Parent Subsidiary Group Company is duly qualified or licensed to do business, transact business and is in good standing, standing or similar concept (if applicable) in each jurisdiction where in which the character of the properties property and assets owned, leased or operated by it it, or the nature of its the business conducted by it, makes such qualificationqualification or licensing necessary, licensing or good standing necessary other than except in such jurisdictions where the failure to be so duly qualified individually or licensed and in the aggregate good standing or similar concept would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. (bc) Section 5.1(bParent conducts its insurance operations through its Subsidiaries set forth in Schedule 5.1(c) (which, for the avoidance of doubt, excludes service companies, holding companies and other intermediary companies) (collectively, the “Parent Insurance Subsidiaries”). Each of the Parent Disclosure Schedules sets forth a trueInsurance Subsidiaries is, correct where required, (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company or is an eligible excess or surplus lines insurer, in each other jurisdiction where it is required to be so licensed, authorized or eligible and complete list (iii) duly authorized or eligible in its jurisdiction of all incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Parent Subsidiaries and Statutory Financial Statements, except where the jurisdictions of their organization. Except as set forth on Section 5.1(b) of failure to be so licensed, authorized or eligible would not reasonably be expected to be material to the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of Insurance Subsidiaries taken as a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned directly by Parent, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or Securitieswhole.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws Laws of the State of Nevada, and Maryland. Merger Sub is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary Merger Sub has the requisite organizational power and authority and all any necessary governmental approvals authorization to own, lease and and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted and as currently proposed by it to be conducted. Each of Parent and each Parent Subsidiary Merger Sub is duly qualified or licensed to do business, business and is in good standing, standing (with respect to jurisdictions which recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualificationqualification or licensing necessary, licensing or good standing necessary other than in such except for those jurisdictions where the failure to be so qualified individually or licensed or to be in the aggregate good standing would not reasonably be expected to have a Parent Material Adverse Effect on Effect. Parent has made available to Company true and complete copies of any amendments or supplements to the Parent Governing Documents and Parent OP Governing Documents not filed as of the date hereof with the SEC. Parent is in compliance with the terms of the Parent Governing Documents in all material respects. Parent Operating Partnership is in compliance with the terms of the Parent OP Governing Documents in all material respects. True and complete copies of Parent’s and Parent Operating Partnership’s minute books and other corporate and partnership records, as applicable, have been made available by Parent to Company. (b) Section 5.1(b) of the Parent Disclosure Schedules Letter sets forth a true, correct true and complete list of all the Subsidiaries of Parent (such subsidiaries, including the Prime JV and the Parent Subsidiaries Operating Partnership, each, a “Parent Subsidiary” and collectively, the jurisdictions “Parent Subsidiaries”) and each other corporate or non-corporate subsidiary in which Parent owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Parent Subsidiary”), together with (i) the jurisdiction of their organization. Except organization or incorporation, as set forth on Section 5.1(b) the case may be, of the Parent Disclosure Schedules, none of the Parent or any each Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a and each Other Parent Subsidiary, is (ii) the owner type of all and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by Parent in and to each Parent Subsidiary and each Other Parent Subsidiary, (iii) the issued names of and outstanding Equity Interests the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary and each Other Parent Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Parent Subsidiary and each Other Parent Subsidiary, and all such Equity Interests are . (c) Each Parent Subsidiary (i) is duly authorizedorganized, validly issuedexisting, fully paid in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and nonassessable. is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have a Parent Material Adverse Effect. (d) Except as set forth in Section 5.1(b5.1(d) of the Parent Disclosure SchedulesLetter, all as of the issued date hereof, neither Parent nor any Parent Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in Parent Subsidiaries or Other Parent Subsidiaries) in the aggregate in excess of $250,000 in fair market value. (e) Section 5.1(e) of the Parent Disclosure Letter sets forth a true and outstanding Equity Interests complete list of each Parent Subsidiary are owned directly by Parentthat is a REIT, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Qualified REIT Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Taxable REIT Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or Securities.

Organization and Qualification; Subsidiaries. (a) Each of Parent and its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary has the requisite corporate power and authority and is in possession of all Approvals necessary governmental approvals to own, lease and operate its the properties it purports to own, operate or lease and to carry on its business as it is now being conducted and as currently proposed by it conducted, except where the failure to be conductedso organized, existing and in good standing or to have such power, authority and Approvals would not have a Material Adverse Effect (as defined in Section 8.03). Each of Parent and each Parent Subsidiary of its significant subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business activities makes such qualificationqualification or licensing necessary, licensing or good standing necessary other than in except for such jurisdictions where the failure failures to be so duly qualified individually or licensed and in the aggregate good standing that would not have a Material Adverse Effect on Parent. (b) Section 5.1(b) of the Parent Disclosure Schedules sets forth a true, correct Effect. A true and complete list of all of Parent's subsidiaries, together with the Parent Subsidiaries jurisdiction of incorporation of each subsidiary and the jurisdictions percentage of their organization. Except as each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth on in Section 5.1(b) 3.01 of the disclosure schedule prepared by Parent and delivered to the Company in connection with the execution of this Agreement (the "Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessableSchedule"). Except as set forth in Section 5.1(b) 3.01 of the Parent Disclosure SchedulesSchedule or the Parent SEC Reports (as defined in Section 3.07), all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned does not directly by Parentown any equity or similar interest in, or indirectly through the ownership of a Parent Subsidiaryany interest convertible into or exchangeable or exercisable for, free and clear of all Encumbrances and are not subject to any preemptive right equity or right of first refusal created by Law similar interest in, any corporation, partnership, joint venture or the Organizational Documents of such Parent Subsidiary other business association or any Contract entity, with respect to which such Parent Subsidiary has invested or is a party required to invest $1,000,000 or more, excluding shares of Company Common Stock and the equity interest in Casa Ley ▇.▇. ▇▇ C.V. and the limited partnership interests in SSI Equity Associates L.P. held by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem direct or otherwise acquire or sell any such Equity Interests or Securitiesindirect subsidiary of Parent.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws Laws of the State of Nevada, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMaryland. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary has the all requisite trust power and authority and all necessary governmental approvals to own, lease and and, to the extent applicable, operate its properties the Parent Properties or other assets owned by Parent and to carry on conduct its business as it is now being conducted and as currently proposed by it to be conductedof the date of this Agreement. Each of Parent and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties Parent Properties or other assets owned, leased or or, to the extent applicable, operated by it or the nature of its business makes such qualification, licensing or good standing necessary other than in necessary, except for such jurisdictions where the failure failures to be so qualified qualified, licensed or in good standing as, individually or in the aggregate aggregate, have not had, and would not have reasonably be expected to have, a Parent Material Adverse Effect on ParentEffect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Schedules Letter sets forth forth, as of the date hereof, a true, correct and complete list of all of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdictions jurisdiction of their organization. Except organization or incorporation, as set forth on Section 5.1(b) of the Parent Disclosure Schedulescase may be, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by ParentParent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or indirectly through a partnership. Except as, individually or in the ownership of aggregate, has not had, and would not reasonably be expected to have, a Parent SubsidiaryMaterial Adverse Effect, free each Parent Subsidiary or Parent JV is duly organized, validly existing and clear in good standing (to the extent applicable) under the Laws of all Encumbrances the jurisdiction of its organization or incorporation, as the case may be, and are not subject has the requisite organizational power and authority to any preemptive right own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or right Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of first refusal created the Parent Properties or other assets owned, operated or leased by Law it or the Organizational nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent Subsidiary or any Contract to which such JV, as applicable. (c) Neither Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or nor any Parent Subsidiary to issue, transfer, sell, purchase, redeem directly or otherwise acquire indirectly owns any interest or sell investment (whether equity or debt) in any such Equity Interests Person (other than in the Parent Subsidiaries or Securitiesthe Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each of Parent and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary other than in such jurisdictions where the failure to be so qualified individually or in the aggregate would not have a Material Adverse Effect on Parentnecessary. (b) Section 5.1(b) None of the Parent Disclosure Schedules sets forth a true, correct and complete list of all of the Parent Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(b) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of Person (other than a Parent Subsidiary), except as set forth in Section 5.1(b) of the Parent Disclosure Schedule. Parent is the a direct or indirect owner of all of the issued and outstanding Equity Interests in of each Parent Subsidiary, and all such Equity Interests shares of capital stock or limited liability company interests of each Parent Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) All of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned directly by Parent, or indirectly through the ownership of a by Parent Subsidiary, free and clear of all Encumbrances except Permitted Encumbrances and are not subject to any preemptive right or right of first refusal created by Law statute, the certificate or the Organizational Documents articles of incorporation and bylaws or other equivalent organizational documents, as applicable, of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound; provided, however, that the Equity Interests of each Parent Subsidiary are pledged pursuant to Parent's senior credit facility. There are no outstanding Commitments contractual obligations of Parent or any Parent Subsidiary to loan funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Parent Subsidiary or any other Person, other than guarantees by Parent of any Indebtedness or other obligations of any wholly owned Parent Subsidiary as set forth in Section 5.1(b) of the Parent Disclosure Schedule. (c) There are no outstanding Contracts of any character relating to the issued or unissued Equity Interests capital stock or other Securities securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or Securitiessecurities of a Parent Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Nevada, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of . (b) Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary has the all requisite corporate power and corporate authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each of Parent and each Parent Subsidiary is duly qualified or licensed to do businessbusiness and, and to the extent such concept is applicable, is in good standing, standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification, licensing or good standing necessary other than in such jurisdictions except where the failure to be so qualified individually or in the aggregate good standing would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. (bc) Parent has made available to the Company accurate and complete copies of the Second Amended and Restated Articles of Incorporation of Parent (as amended, the “Parent Charter”) and Second Amended and Restated Bylaws of Parent (as amended, the “Parent Bylaws”), each as in effect as of the date of this Agreement. Parent is not in violation of the Parent Charter or the Parent Bylaws in any material respect. (d) As of the date of this Agreement, Section 5.1(b4.1(d) of the Parent Disclosure Schedules Schedule sets forth a true, correct true and complete list of each Subsidiary of Parent, including its name, type of entity and jurisdiction of its organization. Each such Subsidiary is a corporation or limited liability company, duly formed or organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its jurisdiction of incorporation or organization. Each such Subsidiary has all requisite corporate or limited liability company power and authority to own, lease and operate its respective properties and assets and to carry on its respective businesses as they are now being conducted. Each such Subsidiary is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Parent Subsidiaries and the jurisdictions of their organizationMaterial Adverse Effect. Except as set forth on in Section 5.1(b4.1(d) of the Parent Disclosure Schedules, none neither Parent nor any of its Subsidiaries owns or holds the Parent right to acquire any stock, partnership interest or any Parent Subsidiary holds an joint venture interest or other Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned directly by Parent, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or SecuritiesPerson.

Organization and Qualification; Subsidiaries. (a) Each of Parent and Acquiror is a corporation duly organizedincorporated, validly existing and in good standing (to the extent the concept of good standing exists in the applicable jurisdiction) under the laws of the State of Nevada, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the its jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary has the requisite corporate and other power and authority and all necessary governmental approvals to own, lease and operate its the properties it purports to own, lease or operate and to carry on its business as it is now being conducted and as currently proposed by it conducted, except where the failure to have such other power or authority would not reasonably be conductedexpected to have a Material Adverse Effect. Each of Parent and each Parent Subsidiary Acquiror is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated by it or the nature of its business makes activities make such qualificationqualification or licensing necessary, licensing except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Acquiror has heretofore made available to the Company true and complete copies of Parent's Certificate of Incorporation and Bylaws, as amended to date (the "Parent Charter Documents"). (b) Each subsidiary of Parent is an entity duly organized, validly existing and in good standing (to the extent the concept of good standing exists in the applicable jurisdiction) under the laws of its jurisdiction of organization, has the requisite corporate or other power and authority necessary to own, lease and operate the properties it purports to own, lease and operate and to carry on its business as now conducted, except where the failure to have such other than power or authority would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of Parent is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified individually or in the aggregate good standing would not reasonably be expected to have a Material Adverse Effect Effect. All of Parent's significant subsidiaries and their respective jurisdictions of incorporation are included in the subsidiary list contained in Parent's Annual Report on ParentForm 10-K for the fiscal year ended June 30, 2001 (the "Parent 2001 Form 10-K"). (bc) Section 5.1(b) Acquiror was formed solely for the purpose of engaging in the Parent Disclosure Schedules sets forth a true, correct transactions contemplated hereby and complete list of all of has engaged in no business other than in connection with the Parent Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(b) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned directly transactions contemplated by Parent, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or Securitiesthis Agreement.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws Laws of the State of NevadaMaryland. Parent has all requisite trust power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is being conducted as of the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Merger Sub is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws Laws of the State of DelawareMaryland for the purpose of engaging in the Transactions. Each Subsidiary Merger Sub has all requisite trust power and authority to conduct its business as it is being conducted as of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been date of this Agreement. Merger Sub is duly organizedqualified or licensed to do business, and is validly existing and in good standing, under in each jurisdiction where the laws nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries, together with (i) the jurisdiction of its incorporation organization or organizationincorporation, as the case may be. Each , of each Parent Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority and all necessary governmental approvals to own, lease and, to the extent applicable, operate the Parent Properties and operate its properties other assets and to carry on conduct its business as it is now being conducted and as currently proposed by it to be conductedof the date of this Agreement. Each of Parent and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties Parent Properties or other assets owned, operated or leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary other than in necessary, except for such jurisdictions where the failure failures to be so qualified qualified, licensed or in good standing that, individually or in the aggregate aggregate, have not had, and would not have reasonably be expected to have, a Parent Material Adverse Effect on ParentEffect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary is in compliance with the terms of its respective Parent Subsidiary Governing Documents. (bd) Section 5.1(b) of the Parent Disclosure Schedules sets forth a true, correct and complete list of all of the Parent Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(b) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b5.1(d) of the Parent Disclosure SchedulesLetter, all neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries and investments in short-term investment securities). The Company Common Shares listed in Section 5.1(d) of the issued and outstanding Equity Interests of each Parent Subsidiary Disclosure Letter as owned by Parent are owned directly by Parent, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or SecuritiesLiens.

Organization and Qualification; Subsidiaries. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland. Parent OP is a limited partnership duly organized, validly existing and in good standing under the laws Laws of the State of Nevada, and Delaware. REIT Merger Sub is a corporation and New Parent OP are each limited liability companies duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each Subsidiary of the Parent Parties has the requisite corporate, partnership and limited liability company power and authority, as applicable, to own, lease and, to the extent applicable, operate any Parent Properties or other assets owned by it and to conduct its business as it is now being conducted. Each of the Parent Parties is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except, in each case, for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. REIT Merger Sub, Parent OP Holdco and New Parent OP were formed solely for the purpose of engaging in the Mergers and the other transactions contemplated by this Agreement, and New Parent OP, Parent OP Holdco and REIT Merger Sub have not conducted any activities other than in connection with their respective organization, the negotiation and execution of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby. There are no current dissolution, revocation or forfeiture proceedings regarding the Parent Parties. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of the Parent Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each a "Parent Subsidiary" and, collectively(ii) the type of and percentage of interest held, directly or indirectly, by the "Parent Subsidiaries"Parties or Parent Subsidiary in each Parent Subsidiary, (iii) has been the names of and the type of and percentage of interest held by any Person other than the Parent Parties or a Parent Subsidiary in each Parent Subsidiary, and (iv) the classification for U.S. federal income Tax purposes of each Parent Subsidiary. Except as set forth on Section 5.1(b) of the Parent Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Parent Subsidiary is duly organized, and is validly existing and in good standing, standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent , and each Parent Subsidiary has the requisite corporate or other legal entity power and authority and all necessary governmental approvals to own, lease and and, to the extent applicable, operate its properties any Parent Properties or other assets owned by it and to carry on conduct its business as it is now being conducted and as currently proposed by it to be conducted. Each of Parent and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties Parent Properties or other assets owned, operated or leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary other than in necessary, except for such jurisdictions where the failure failures to be so qualified qualified, licensed or in good standing that, individually or in the aggregate aggregate, would not reasonably be expected to result in a Material Adverse Effect. There are no current dissolution, revocation or forfeiture proceedings regarding any of the Parent Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ParentEffect. (bc) Section 5.1(b) of the Parent Disclosure Schedules sets forth a true, correct and complete list of all of the Parent Subsidiaries and the jurisdictions of their organization. Except as set forth on Section 5.1(b) of the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b5.1(c) of the Parent Disclosure SchedulesLetter, all none of the issued and outstanding Equity Interests of each Parent Subsidiary are owned directly by Parent, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent Parties or any Parent Subsidiary to issue, transfer, sell, purchase, redeem directly or otherwise acquire indirectly owns any interest or sell investment (whether equity or debt) in any such Equity Interests or SecuritiesPerson (other than in the equity of the Parent Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent is a corporation an exempted company, duly organized, validly existing and in good standing or similar concept under the laws Laws of the State of Nevada, and Merger Bermuda. Amalgamation Sub is a corporation Bermuda exempted company, duly organized, validly existing and in good standing or similar concept under the laws Laws of the State of DelawareBermuda. Each Subsidiary of Parent Group Company (each a "other than Parent Subsidiary" andand Amalgamation Sub) is an exempted company, collectivelycorporation, the "Parent Subsidiaries") has been limited liability company, limited partnership or other applicable business entity duly organized, and is validly existing and in good standing, standing or similar concept (if applicable) under the laws Laws of the its jurisdiction of its incorporation or organizationformation, except for such failures to be in good standing that would not reasonably be expected to be material to the Parent Group Companies taken as the case may bea whole. Each of Parent and each Parent Subsidiary Group Company has the requisite company or corporate, limited liability company, limited partnership or other applicable business entity power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business businesses as it is now being conducted and as currently proposed by it to be presently conducted. Amalgamation Sub has not engaged in any business since it was incorporated which is not in connection with this Agreement. All of the outstanding shares of Amalgamation Sub are validly issued, fully paid and nonassessable and owned of record and beneficially by Bayshore Holdings Ltd., free and clear of all Liens. Parent has delivered to the Company complete and correct copies of Parent’s and Amalgamation Sub’s respective Governing Documents in effect as of the date of this Agreement, and neither Parent nor Amalgamation Sub is in material violation of any of the provisions of its respective Governing Documents. (b) Each of Parent and each Parent Subsidiary Group Company is duly qualified or licensed to do business, transact business and is in good standing, standing or similar concept (if applicable) in each jurisdiction where in which the character of the properties property and assets owned, leased or operated by it it, or the nature of its the business conducted by it, makes such qualificationqualification or licensing necessary, licensing or good standing necessary other than except in such jurisdictions where the failure to be so duly qualified individually or licensed and in the aggregate good standing or similar concept would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. (bc) Section 5.1(bParent conducts its insurance operations through its Subsidiaries set forth in Schedule 5.1(c) (which, for the avoidance of doubt, excludes service companies, holding companies and other intermediary companies) (collectively, the “Parent Insurance Subsidiaries”). Each of the Parent Disclosure Schedules sets forth a trueInsurance Subsidiaries is, correct where required, (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company or is an eligible excess or surplus lines insurer, in each other jurisdiction where it is required to be so licensed, authorized or eligible and complete list (iii) duly authorized or eligible in its jurisdiction of all incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Parent Subsidiaries and Statutory Financial Statements, except where the jurisdictions of their organization. Except as set forth on Section 5.1(b) of failure to be so licensed, authorized or eligible would not reasonably be expected to be material to the Parent Disclosure Schedules, none of the Parent or any Parent Subsidiary holds an Equity Interest in any other Entity. Parent directly, or indirectly through the ownership of Insurance Subsidiaries taken as a Parent Subsidiary, is the owner of all of the issued and outstanding Equity Interests in each Parent Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.1(b) of the Parent Disclosure Schedules, all of the issued and outstanding Equity Interests of each Parent Subsidiary are owned directly by Parent, or indirectly through the ownership of a Parent Subsidiary, free and clear of all Encumbrances and are not subject to any preemptive right or right of first refusal created by Law or the Organizational Documents of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound. There are no outstanding Commitments or other Contracts of any character relating to the issued or unissued Equity Interests or other Securities of any Parent Subsidiary, or otherwise obligating Parent or any Parent Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such Equity Interests or Securitieswhole.