Common use of Accuracy of Descriptions and Exhibits Clause in Contracts

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus statements set forth under the captions headings “Description of Healthcare Trust of America, Inc. Capital StockClosed-End Fund Structure,” “Material U.S. Federal Income Tax ConsiderationsCertain Provisions of the Agreement and Declaration of Trust and Bylaws” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsFederal Income Tax Matters” and the information in the Registration Prospectus and “Federal Income Tax Matters” in the Statement under Item 15of Additional Information, in each case insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the CompanyInvestment Company Act, the Delaware Statutory Trust Act, the Fund’s charter or bylaws or other instruments or agreementsDeclaration of Trust, summaries of legal proceedings, U.S. federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing any Fund documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Securities Act or the Investment Company Act which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors,” “Description of Healthcare Trust of America, Inc. Capital Stock,” “Regulation,” “Related Party Transactions and Certain Relationships,” “Material U.S. Federal Income Tax Considerations,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsShares Eligible for Future Sale,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement Statement, the General Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Registration Statement and the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockRisk Factors—Risks Related to Intellectual Property and Other Legal Matters,” “Material U.S. Federal Income Tax ConsiderationsRisk Factors—Risks Related to Government Regulation,” “Business—Our Intellectual Property,” “Business—Government Regulation and Product Approval” and “Certain Provisions Description of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsCommon Stock We May Offer” and the information in the Registration Statement under Item Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockRisk Factors – Risks Related to our Organization and Structure,” “Material Description of Securities of Xxxxxxxx Street Properties,” “Description of Certain Provisions of the Maryland General Corporation Law and Our Declaration of Trust and Bylaws,” “U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter declaration of trust or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockPro Forma and Projected Cash Available for Distribution by the Trust,” “Material U.S. The Underlying Properties,” “Computation of Net Profits,” “Description of the Trust Agreement,” “Description of the Trust Units,” “Certain Relationships and Related Party Transactions,” “Trust Units Eligible for Future Sale,” “Federal Income Tax Considerations,” “State Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsERISA Considerations,” and the information in the Registration Statement under Item Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Common Stock,” “Description of Preferred Stock,” “Description of Depositary Shares,” “Description of Warrants,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws,” “The Operating Partnership Agreement” and “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations,” “Additional Material Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylawsby-laws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Organizational Structure,” “Description of Healthcare Trust of America, Inc. Capital Stock,” and “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsConsiderations for Non-U.S. Holders,” and the information in the Registration Statement under Item Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or Carvana Parties’ charter, bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and Statement, the Prospectus and any Permitted Free Writing Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required. This Agreement conforms, and each Terms Agreement will conform, in all material respects to the description thereof contained in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Registration Statement and the Prospectus under the captions “Provisions of the Partnership Agreement Relating to Cash Distributions,” “Description of Healthcare Trust the Common Units,” “The Partnership Agreement,” “Description of America, Inc. Capital StockPartnership Securities,” “Material U.S. Federal Income Tax ConsiderationsConsequences,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsMaterial Tax Considerations” and the information in the Registration Statement under Item 1515 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Partnership Agreement or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating any Partnership or the Subsidiaries Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Registration Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockOur Units,” “Material U.S. Federal Income Tax ConsiderationsProvisions of Our Partnership Agreement,” “Conflicts of Interest and Fiduciary Duties” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsMaterial Tax Considerations,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the CompanyPartnership’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating any Partnership or the Subsidiaries Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement or Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information (A) in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockShare Capital,” “Material U.S. Federal Income Tax Considerations,” “Material Netherlands Income and Estate Tax Considerations” and “Certain Provisions of Maryland Law Risk Factors,” (B) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under “Item 1A: Risk Factors” and of the Healthcare Trust of America, Inc. Charter and Bylaws” (C) and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus statements set forth under the captions headings “Description of Healthcare Trust of America, Inc. Capital StockShares,” “Material U.S. Federal Income Tax ConsiderationsCertain Provisions in the Articles of Incorporation and By-Laws” and “Certain Provisions of Maryland Law and of Tax Matters” in the Healthcare Trust of America, Inc. Charter and Bylaws” Preliminary Prospectus and the information Prospectus and “Tax Matters” in the Registration Statement under Item 15of Additional Information, in each case insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the Company1940 Act, the Annotated Code of Maryland, the Fund’s charter or bylaws or other instruments or agreementsarticles of incorporation, summaries of legal proceedings, U.S. federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing any Fund documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the 1933 Act, the 1940 Act or the Rules and Regulations which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources,” “Business–Intellectual Property,” “Business–Government Regulation,” “Legal Proceedings,” “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in an accurate summary of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the Registration Statement and the Prospectus of the chartercase may be, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Registration Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stockthe Series B Preferred Units,” “Material U.S. Federal Income Tax ConsiderationsProvisions of Our Partnership Agreement,” “Conflicts of Interest and Fiduciary Duties” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsMaterial Tax Considerations,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the CompanyPartnership’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating any Partnership or the Subsidiaries Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement or Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the captions “Description Provisions of Healthcare Trust of America, Inc. Capital StockOur Partnership Agreement Relating to Cash Distributions,” “Material U.S. Federal Income Tax ConsiderationsDescription of the Common Units,” “The Partnership Agreement,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsMaterial Tax Considerations” and the information in the Registration Statement under Item 1515 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Partnership Agreement or bylaws or any other instruments or agreementsagreements (including the Subject Documents), summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating any Partnership or the Subsidiaries Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources,” “Business–Intellectual Property,” “Business–Governmental Regulation,” “Business–Legal Proceedings,” “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsShares Eligible for Future Sale,” and the information in the Registration Statement under Item Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in an accurate summary of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the Registration Statement and the Prospectus of the chartercase may be, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Disclosure Package and the Final Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax ConsiderationsNotes” and “Certain Provisions Description of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsDebt Securities We May Offer” and the information in the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under Item 15, in each case the caption “Legal Proceedings” to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws by-laws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Disclosure Package and the Final Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Disclosure Package, the Final Prospectus or the Prospectus documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus statements set forth under the captions headings “Description of Healthcare Trust of America, Inc. Capital StockShares,” “Material U.S. Federal Income Tax ConsiderationsAnti-Takeover and Other Provisions in the Declaration of Trust and By-Laws” and “Certain Provisions of Maryland Law and of Taxation” in the Healthcare Trust of America, Inc. Charter and Bylaws” Preliminary Prospectus and the information Prospectus and “Taxation” in the Registration Statement under Item 15of Additional Information, in each case insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the Company1940 Act, the Delaware Statutory Trust Act, the Fund’s charter or bylaws or other instruments or agreementsAgreement and Declaration of Trust, summaries of legal proceedings, U.S. federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing any Fund documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the 1933 Act, the 1940 Act or the Rules and Regulations which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Preliminary Prospectus Supplement and the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockOther Indebtedness,” “Description of Notes,” “Additional Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsMaterial U.S. Federal Income Tax Considerations,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws matters or other instruments or agreementsagreements (including the Indentures, the Securities and the Guarantees), summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Disclosure Package and the Prospectus of the charterCharter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries Transaction Entities are accurate in all material respects; respects and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Disclosure Package or the Prospectus or required to be filed as exhibits to the Registration Statement as of the date of this Agreement and as of the Closing Date which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Description of Healthcare Trust Shares of America, Inc. Capital StockBeneficial Interest of Urban Edge Properties,” “Material U.S. Federal Income Tax Considerations,” and “Certain Provisions of Maryland Law and of the Healthcare Urban Edge Properties Declaration of Trust of America, Inc. Charter and Bylaws,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter declaration of trust or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of SC1:4187253.8A trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus statements set forth under the captions headings “Taxation,” “Automatic Conversion to an Open-End Investment Company,” “Voting Rights of Common Shareholders,” “Description of Healthcare Trust of America, Inc. Capital Stockthe Common Shares,” “Material U.S. Federal Income Tax ConsiderationsRepurchase of Common Shares” and “Certain Provisions of Maryland Law and of Anti-Takeover Provisions” in the Healthcare Trust of America, Inc. Charter and Bylaws” Preliminary Prospectus and the information Prospectus, and “Tax Aspects” in the Registration Statement under Item 15of Additional Information, in each case insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the Company1940 Act, Delaware law, the Fund’s charter or bylaws or other instruments or agreementsOrganizational Documents, summaries of legal proceedings, U.S. federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing any Fund documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the 1933 Act, the 1940 Act or the Rules and Regulations which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Registration Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stockthe Series A Preferred Units,” “Material U.S. Federal Income Tax ConsiderationsProvisions of Our Partnership Agreement,” “Conflicts of Interest and Fiduciary Duties” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsMaterial Tax Considerations,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the CompanyPartnership’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating any Partnership or the Subsidiaries Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement or Statement, the Disclosure Package, the Prospectus and the Preliminary Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Statutory Prospectus constituting a part of the General Disclosure Package and in the Prospectus under the captions “"Business--Environmental Matters and Regulation," "Business--Other Regulation of the Oil and Natural Gas Industry," "Business--Legal Proceedings," "Description of Healthcare Trust of America, Inc. Capital StockUnits,” “" and "Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, Consequences," in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Partnership's Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the General Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating any Partnership or the Subsidiaries Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Statutory Prospectus constituting a part of the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Healthcare Trust Notes,” “Description of America, Inc. Certain Other Indebtedness,” “Description of Convertible Note Hedge and Warrant Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Considerations,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the General Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylawsby-laws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Preliminary Prospectus Supplement and the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockOther Indebtedness,” “Description of Notes,” Additional Material and “U.S. Federal Income Tax Considerations,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws matters or other instruments or agreementsagreements (including the Indenture, the Securities and the Guarantee), summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Disclosure Package and the Prospectus of the charterCharter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries Transaction Entities are accurate in all material respects; respects and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Disclosure Package or the Prospectus or required to be filed as exhibits to the Registration Statement as of the date of this Agreement and as of the Closing Date which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pricing Prospectus and the Final Prospectus under the captions “Description of Healthcare Trust Shares of America, Inc. Capital StockBeneficial Interest of Urban Edge Properties,” “Material U.S. Federal Income Tax Considerations,” and “Certain Provisions of Maryland Law and of the Healthcare Urban Edge Properties Declaration of Trust of America, Inc. Charter and Bylaws,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter declaration of trust or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Pricing Prospectus and the Final Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pricing Prospectus or the Final Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors,” “Description of Healthcare Trust of America, Inc. Capital Stock,” “Regulation,” “Related Party Transactions and Certain Relationships,” and “Material U.S. Federal Income Tax Considerations,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement Statement, the General Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors,” “Description of Healthcare Trust of America, Inc. Capital StockSecurities,” “Regulation,” “Related Party Transactions and Certain Relationships,” “Material U.S. Federal Income Tax Considerations,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsShares Eligible for Future Sale,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement Statement, the General Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Statutory Prospectus constituting a part of the General Disclosure Package and in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital StockBusiness—Environmental Matters and Regulation,” “Material U.S. Federal Income Tax ConsiderationsBusiness—Other Regulation of the Oil and Natural Gas Industry,” “Business—Legal Proceedings,” “Description of Units,” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsMaterial Tax Consequences,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the CompanyPartnership’s charter Organizational Documents or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the General Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating any Partnership or the Subsidiaries Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Statutory Prospectus constituting a part of the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus statements set forth under the captions headings “Description of Healthcare Trust Shares” in the Preliminary Prospectus and the Prospectus, “Anti-Takeover Provisions in the Agreement and Declaration of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax ConsiderationsTrust” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsTax Matters” and the information in the Registration Preliminary Prospectus, the Prospectus and Statement under Item 15of Additional Information, in each case insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the Company1940 Act, Delaware law, the common shares or the Trust’s charter or bylaws or other instruments or agreementsDeclaration of Trust, summaries matters of legal proceedings, United States federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct matters of United States federal income tax law and regulations or legal conclusions with respect thereto, fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing any Trust documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the 1933 Act, the 1940 Act or the Rules and Regulations which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Preliminary Prospectus and the Prospectus under the captions “Description of Healthcare Trust the Series C Preferred Stock,” “Description of America, Inc. Debt Securities,” “Description of Capital Stock,” “Material U.S. Description of Depositary Shares,” “Description of Warrants,” “Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsAdditional Federal Income Tax Considerations” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement Statement, the Disclosure Package and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Prospectus statements set forth under the captions headings “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material Certain Provisions of Our Charter and ByLaws and the Maryland General Corporation Law” and “Certain U.S. Federal Income Tax Considerations” in the Preliminary Prospectus and the Prospectus and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and BylawsU.S. Federal Income Tax Considerations” and the information in the Registration Statement under Item 15of Additional Information, in each case insofar as such statements purport to the extent that it constitutes matters of law, summaries of legal matters, summaries of summarize certain provisions of the Company1940 Act, the Maryland General Corporation Law, the Fund’s charter or bylaws or other instruments or agreementsArticles of Incorporation, summaries of legal proceedings, U.S. federal income tax law and regulations or legal conclusionsconclusions with respect thereto, is correct fairly and accurately summarize such provisions in all material respects; all descriptions in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing any Fund documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have that are not been so described and or filed as requiredrequired by the 1933 Act, the 1940 Act or the Rules and Regulations.