Common use of Authority; No Conflicts; Approvals Clause in Contracts

Authority; No Conflicts; Approvals. (a) XX XXXX has full corporate power and authority to consummate the transactions contemplated by (i) Management Agreement and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by XX XXXX of this Buyout Notice and each other Ancillary Buyout Document to which it is a party, and the consummation by XX XXXX of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate action and no other proceedings on the part of XX XXXX are necessary to authorize the execution and delivery of this Buyout Notice, the Ancillary Buyout Documents and the consummation of the transactions contemplated hereby and thereby. The Management Agreement and this Buyout Notice have been, and each Ancillary Buyout Document to which XX XXXX is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXX, enforceable against XX XXXX in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

Authority; No Conflicts; Approvals. (a) XX XXXX Each of IREIC, the Service Providers and the Agent has full the requisite corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and (subject to obtaining the Manager Stockholders’ Approval, as defined in Section 6.2(b), below, and the Written Consent of IREIC as the sole stockholder of the Advisor, each of which is being delivered concurrent with the execution of this Agreement) to consummate the transactions contemplated by (i) Management Agreement hereby and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyoutthereby. The execution and delivery by XX XXXX each of IREIC, each Service Provider and the Agent of this Buyout Notice Agreement and each other Ancillary Buyout Document Agreement to which it is a party, and the consummation by XX XXXX IREIC, such Service Provider and the Agent of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate or limited liability company action and no other proceedings on the part of XX XXXX are IREIC, such Service Provider, the Agent or any Stockholder is necessary to authorize the execution and delivery of this Buyout Notice, the Agreement and such Ancillary Buyout Documents and the consummation of Agreements or to consummate the transactions contemplated hereby and or thereby. The Management This Agreement and this Buyout Notice have has been, and each Ancillary Buyout Document Agreement to which XX XXXX IREIC, any Service Provider or the Agent (on behalf of the Stockholders) is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX IREIC, such Service Provider or the Agent (on behalf of the Stockholders), as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXIREIC, such Service Provider and the Agent (on behalf of the Stockholders), as applicable, enforceable against XX XXXX IREIC, such Service Provider or the Agent (on behalf of the Stockholders), as applicable, in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles, and (iii) to the extent this Agreement or such Ancillary Agreement contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws.

Authority; No Conflicts; Approvals. (a) XX XXXX Each of IREIC, each Manager Shareholder and each Service Provider has full requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, and, subject to obtaining the Manager Stockholders' Approval and the approval of IREIC as the sole stockholder of the Advisor, to consummate the transactions contemplated by (i) Management Agreement hereby and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyoutthereby. The execution and delivery by XX XXXX each of IREIC and each Service Provider of this Buyout Notice Agreement and each other Ancillary Buyout Document Agreement to which it is a party, and the consummation by XX XXXX IREIC and such Service Provider of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate action action, subject to obtaining the Manager Stockholders' Approval and the approval of IREIC as the sole stockholder of the Advisor, and no other proceedings on the part of XX XXXX IREIC or such Service Provider are necessary to authorize the execution and delivery of this Buyout Notice, the Agreement and such Ancillary Buyout Documents and the consummation of Agreements or to consummate the transactions contemplated hereby and or thereby. The Management This Agreement and this Buyout Notice have has been, and each Ancillary Buyout Document Agreement to which XX XXXX IREIC, any Manager Shareholder or any Service Provider is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX IREIC, such Manager Shareholder(s) and such Service Provider(s), as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXIREIC, such Manager Shareholder(s) and such Service Provider(s), as applicable, enforceable against XX XXXX IREIC, such Manager Shareholder(s) and such Service Provider(s) in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ ' rights generally, and (ii) general equitable principles, and (iii) to the extent this Agreement or such Ancillary Agreement contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws.

Authority; No Conflicts; Approvals. (a) XX XXXX Each of IWEST and each Acquisition Entity has full corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and, subject to the approval of IWEST as sole stockholder of each Acquisition Entity of this Agreement and the Mergers and the filing of the applicable Articles of Merger or Certificates of Merger, to consummate the transactions contemplated by hereby and thereby (i) Management Agreement it being understood and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under agreed that the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX IWEST of this Agreement and the transactions contemplated hereby is not required by Law but is a condition to completion of the Management Agreement, including the BuyoutMergers as set forth in Section 7.2(d)). The execution and delivery by XX XXXX each of IWEST and each Acquisition Entity of this Buyout Notice Agreement and each other Ancillary Buyout Document Agreement to which it is a party, and the consummation by XX XXXX IWEST and such Acquisition Entity of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate action and no other proceedings on the part of XX XXXX IWEST or such Acquisition Entity are necessary to authorize the execution and delivery of this Buyout Notice, the Agreement and such Ancillary Buyout Documents Agreements and the consummation of the transactions contemplated hereby and or thereby. The Management , except for obtaining the approval of IWEST as sole stockholder of each Acquisition Entity of this Agreement and this Buyout Notice have the Mergers and the filing of the applicable Articles of Merger or Certificates of Merger. This Agreement has been, and each Ancillary Buyout Document Agreement to which XX XXXX IWEST or any Acquisition Entity is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX IWEST and such Acquisition Entity or Acquisition Entities, as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXIWEST or such Acquisition Entity or Acquisition Entities, as applicable, enforceable against XX XXXX IWEST or such Acquisition Entity or Acquisition Entities, as applicable, in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles, and (iii) to the extent this Agreement or such Ancillary Agreement contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws.