Common use of Authority; No Violations; Consents and Approval Clause in Contracts

Authority; No Violations; Consents and Approval. (i) The CPA15 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, are advisable and in the best interests of CPA15 and the CPA15 Stockholders and (B) recommended to the Board of Directors of CPA15 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 Stockholders and has authorized that the Merger and the CPA15 Merger be submitted for consideration at a special meeting of the CPA15 Stockholders (the “CPA15 Stockholder Meeting”). Each of CPA15 and CPA 15 Holdco has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”), including the Merger and the CPA15 Merger, and, subject to receipt of the CPA15 Stockholder Approval, to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA15 and CPA 15 Holdco, subject to receipt of the CPA15 Stockholder Approval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Authority; No Violations; Consents and Approval. (i) The CPA15 Special Committee, at a meeting duly called Seller has all requisite power and held, unanimously (A) determined that authority to execute and deliver this Agreement, Agreement and all other documents to be executed by Seller in connection with the transactions contemplated hereby and by thereby (each, a "Transaction Document" and collectively, the Merger "Transaction Documents, including the Merger ") and the CPA15 Merger, are advisable and in the best interests of CPA15 and the CPA15 Stockholders and (B) recommended to the Board of Directors of CPA15 that it approve and declare advisable this Agreement, and consummate the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 Stockholders and has authorized that the Merger and the CPA15 Merger be submitted for consideration at a special meeting of the CPA15 Stockholders (the “CPA15 Stockholder Meeting”)thereby. Each of CPA15 and CPA 15 Holdco Seller Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into this Agreement such Transaction Document and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”), including the Merger and the CPA15 Merger, and, subject to receipt of the CPA15 Stockholder Approval, to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been, or when executed will have been, been duly authorized by all necessary action on the part of CPA15 Seller and CPA 15 Holdco, subject to receipt each applicable Seller Subsidiary. Except for the approval of the CPA15 Stockholder Approvalmembers of Seller and approval of the Advisory Board of Seller's majority member (both of which approvals have been obtained), no vote of, or consent by, the holders of limited liability company interests of Seller or of any class of capital stock of any Seller Subsidiary is necessary to authorize the execution and are delivery by Seller of this Agreement and the other Transaction Documents, or the consummation by it of the transactions contemplated hereby and thereby. The Transaction Documents have been duly executed and delivered by Seller and each applicable Seller Subsidiary and, assuming the due and valid authorization, execution and delivery thereof by Parent, Purchaser and any Purchaser Subsidiary that is a party thereto, each such Transaction Document constitutes the valid and binding obligation of Seller and such applicable Seller Subsidiary enforceable in accordance with their terms, subject subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Authority; No Violations; Consents and Approval. (i) The CPA15 CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, are advisable and in the best interests of CPA15 CPA16 and the CPA15 CPA16 Stockholders and (B) recommended to the Board of Directors of CPA15 CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 CPA16 Stockholders and has authorized that the Merger and the CPA15 Merger be submitted for consideration at a special meeting of the CPA15 CPA16 Stockholders (the “CPA15 CPA16 Stockholder Meeting”). Each of CPA15 and CPA 15 Holdco CPA16 has all requisite power and authority to enter into this Agreement and all other documents Transaction Documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”)hereby, including the Merger and the CPA15 Merger, and, subject to receipt of the CPA15 CPA16 Stockholder ApprovalApproval (as hereinafter defined), to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA15 and CPA 15 HoldcoCPA16, subject to receipt of the CPA15 CPA16 Stockholder Approval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Authority; No Violations; Consents and Approval. (i) The CPA15 CPA14 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Alternate Merger, are advisable and in the best interests of CPA15 CPA14 and the CPA15 CPA14 Stockholders and (B) recommended to the Board of Directors of CPA15 CPA14 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Alternate Merger, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15CPA14, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the Alternate Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger and the Alternate Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 Stockholders Documents and has authorized that the Merger and the CPA15 Alternate Merger be submitted for consideration at a special meeting of the CPA15 CPA14 Stockholders (the “CPA15 CPA14 Stockholder Meeting”). Each of CPA15 and CPA 15 Holdco CPA14 has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”), including the Merger and the CPA15 Merger, ) and, subject to receipt of the CPA15 CPA14 Stockholder Approval, to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA15 and CPA 15 HoldcoCPA14, subject to receipt of the CPA15 CPA14 Stockholder Approval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Authority; No Violations; Consents and Approval. (i) The CPA15 CPA16 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, the Alternate Merger, the Reorganization and an amendment to the articles of incorporation of CPA16 (“CPA16 Charter”) to increase the authorized capital stock of CPA16 to 400,000,000 shares of CPA16 Common Stock (the “CPA16 Capital Increase”) are advisable and in the best interests of CPA15 CPA16 and the CPA15 Stockholders stockholders of CPA16 and (B) recommended to the Board of Directors of CPA15 CPA16 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger Merger, the Alternate Merger, the Reorganization and the CPA15 MergerCPA16 Capital Increase, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15CPA16, including a majority of the independent directors and a majority of the directors who are not interested in the Merger, the Alternate Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger Merger, the Alternate Merger, the Reorganization, the CPA16 Capital Increase and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 Stockholders Documents and has authorized that the Merger Alternate Merger, the Reorganization and the CPA15 Merger CPA16 Capital Increase be submitted for consideration at a special meeting of the CPA15 Stockholders (the “CPA15 CPA16 Stockholder Meeting”) of the stockholders of CPA16 (the “CPA16 Stockholders”). Each of CPA15 the Board of Directors of Merger Sub and CPA 15 Holdco CPA16, as the sole stockholder of Merger Sub, has duly approved the Merger. Each of CPA16 and Merger Sub has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”), including the Merger and the CPA15 Merger, Documents and, subject to receipt of the CPA15 CPA16 Stockholder ApprovalApprovals, to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have been, or when executed will have been, duly authorized by all necessary action on the part of CPA15 and CPA 15 HoldcoCPA16, subject to receipt of the CPA15 CPA16 Stockholder ApprovalApprovals, and Merger Sub, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Authority; No Violations; Consents and Approval. (i) The CPA15 Special CommitteeBoard of Directors of W. P. Xxxxx, at a meeting duly called and held, unanimously (A) determined that (1) the Reorganization, (2) the Conversion Agreement, and the transactions contemplated thereby and by the Conversion Transaction Documents, including the W. P. Xxxxx Conversion and (3) this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, are advisable and in the best interests of CPA15 W. P. Xxxxx and the CPA15 Stockholders and (B) recommended to the Board stockholders of Directors of CPA15 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, upon the terms and conditions contained herein and thereinW. P. Xxxxx. The Board of Directors of CPA15W. P. Xxxxx, including a majority of the independent directors and a majority of the directors who are not interested in the Reorganization, the W. P. Xxxxx Conversion and the Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Reorganization, the W. P. Xxxxx Conversion, the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger W. P. Xxxxx Conversion and the CPA15 Merger by the CPA15 Stockholders stockholders of W. P. Xxxxx (the “W. P. Xxxxx Stockholders”) and has authorized that the Merger W. P. Xxxxx Conversion and the CPA15 Merger be submitted for consideration at a special meeting of the CPA15 Stockholders (the “CPA15 W. P. Xxxxx Stockholder Meeting”)) of the W. P. Xxxxx Stockholders. Each of CPA15 the Board of Directors of Merger Sub and CPA 15 Holdco NewCo REIT has all requisite power duly approved and authority to enter into declared advisable this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, by the “Merger Transaction Documents”), including the Merger Merger. In addition, the board of directors of NewCo REIT has duly approved and declared advisable the CPA15 Merger, and, subject to receipt of the CPA15 Stockholder Approval, to consummate the transactions contemplated thereby. The execution Conversion Agreement and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have beenand by the Conversion Transaction Documents, or when executed will have been, duly authorized by all necessary action on including the part of CPA15 and CPA 15 Holdco, subject to receipt of the CPA15 Stockholder Approval, and are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law)W. P. Xxxxx Conversion.

Authority; No Violations; Consents and Approval. (i) The CPA15 CPA17 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 MergerCharter Amendment, are advisable and in the best interests of CPA15 CPA17 and the CPA15 CPA17 Stockholders and (B) recommended to the Board of Directors of CPA15 CPA17 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 MergerCharter Amendment, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15CPA17, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 MergerMerger and the Charter Amendment, has recommended the approval of the Merger and the CPA15 Merger Charter Amendment by the CPA15 CPA17 Stockholders and has authorized directed that the Merger and the CPA15 Merger Charter Amendment be submitted for consideration at a special meeting of the CPA15 CPA17 Stockholders (the “CPA15 CPA17 Stockholder Meeting”). Each of CPA15 and CPA 15 Holdco CPA17 has all requisite power and authority to enter into this Agreement and all other documents Transaction Documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”)hereby, including the Merger and the CPA15 MergerCharter Amendment, and, subject to receipt of the CPA15 CPA17 Stockholder ApprovalApprovals (as hereinafter defined), to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have been, or when the Transaction Documents are executed will have been, duly authorized by all necessary action on the part of CPA15 and CPA 15 HoldcoCPA17, subject to receipt of the CPA15 CPA17 Stockholder ApprovalApprovals, and the Transaction Documents are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The Board of Directors of CPA17 has not approved or otherwise determined that the CPA17 Stockholders are or shall be entitled to exercise any rights of objecting stockholders provided for under Title 3, Subtitle 2 of the MGCL (or any successor provision) with respect to all or any classes or series of capital stock of CPA17 with respect to the Merger, the Charter Amendment or the other transactions contemplated by this Agreement or the other Transaction Documents.

Authority; No Violations; Consents and Approval. (i) The CPA15 Special CommitteeExcept as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, at a meeting duly called and held, unanimously (A) the Innkeepers REIT Board of Trustees (x) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Mergerother transactions contemplated hereby, taken together, are fair to, advisable and in the best interests of CPA15 Innkeepers REIT and the CPA15 Stockholders and shareholders of Innkeepers REIT, (By) recommended voted to the Board of Directors of CPA15 that it (1) approve and declare advisable this Agreement, Agreement and the transactions contemplated hereby and by the Merger Transaction Documentshereby, including the Merger and the CPA15 Merger, upon (2) recommended acceptance and approval by the terms and conditions contained herein and therein. The Board Innkeepers REIT Common Shareholders of Directors of CPA15this Agreement, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by hereby (the Merger Transaction Documents, has duly approved "Innkeepers Board Recommendation") and declared advisable (3) directed that the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 Stockholders and has authorized that the Merger and the CPA15 Merger hereby be submitted for consideration at a special meeting of the CPA15 Stockholders Innkeepers REIT Common Shareholders (the “CPA15 Stockholder "Innkeepers REIT Shareholder Meeting”"), (B) the board of directors of the General Partner, as general partner of Innkeepers LP, has approved this Agreement and the transactions contemplated hereby and (C) at least two-thirds of the Innkeepers LP Unitholders, in their capacity as limited partners of Innkeepers LP, have irrevocably consented and agreed to Innkeepers REIT, the General Partner and Innkeepers LP entering into the Innkeepers LP Amendment and the Merger Agreement. Each Except as set forth in Section 3.1(d)(i) of CPA15 the Innkeepers Disclosure Letter, Innkeepers REIT has all requisite trust power and CPA 15 Holdco authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject, solely with respect to the consummation of the Merger, to receipt of the Innkeepers Shareholder Approval and the acceptance for record of the Articles of Merger by the Maryland Department. Except as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, each other Innkeepers Subsidiary, other than the General Partner, that is a party to this Agreement has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”), including the Merger and the CPA15 Merger, and, subject to receipt of the CPA15 Stockholder Approval, to consummate the transactions contemplated therebyhereby. The Except as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, the execution and delivery of the Merger Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary corporate, trust or other organizational action on the part of CPA15 each applicable Innkeepers Party and CPA 15 Holdcoeach applicable Innkeepers Subsidiary, subject subject, solely with respect to the consummation of the Merger, to receipt of the CPA15 Stockholder Innkeepers Shareholder Approval. Except as set forth in Section 3.1(d)(i) of the Innkeepers Disclosure Letter, this Agreement has been duly executed and are delivered by each Innkeepers Party and subject, solely with respect to the consummation of the Merger, to receipt of the Innkeepers Shareholder Approval and assuming due execution and delivery by each of the Purchaser Parties, constitutes a legal, valid and binding obligation of each Innkeepers Party, enforceable against each Innkeepers Party in accordance with their its terms, subject to enforceability, to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Authority; No Violations; Consents and Approval. (i) The CPA15 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, are advisable and in the best interests of CPA15 and the CPA15 Stockholders and (B) recommended to the Board of Directors of CPA15 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 Stockholders and has authorized that the Merger and the CPA15 Merger be submitted for consideration at a special meeting of the CPA15 Stockholders (the “CPA15 Stockholder Meeting”). Each of CPA15 and CPA 15 Holdco Company Party has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”), including the Merger and the CPA15 Merger, and, subject to receipt of the CPA15 Stockholder Approval, to consummate the transactions contemplated therebyhereby, subject (A) in the case of the Company solely with respect to the consummation of the REIT Merger, to the receipt of the Company Shareholder Approval and the acceptance for record of the Articles of Merger by the Maryland Department, (B) in the case of the Operating Partnership, solely with respect to the consummation of the OP Merger, to the Operating Partnership Actions and to the acceptance for record of the OP Merger Certificate by the Secretary of State of the State of Delaware and (C) in the case of Montgomery, solely with respect to the consummation of the Montxxxxxx Xxxger, to the acceptance for record of the Montgomery Xxxxxx Certificate by the Secretary of State of the Xxxxx xx Xelaware. The execution and delivery of the Merger Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been, or when executed will have been, been duly authorized by all necessary action on the part of CPA15 and CPA 15 Holdcoeach Company Party, subject (I) in the case of the Company solely with respect to the consummation of the REIT Merger, to the receipt of the affirmative vote of the holders of Common Shares and Series B-1 Preferred Shares, voting together as a single class, casting at least a majority of the votes entitled to be cast (the "Company Shareholder Approval"), and (II) in the case of the Operating Partnership solely with respect to the consummation of the OP Merger, the requisite approval for the Operating Partnership Actions. The Company Board, at a meeting duly called and held, has, by unanimous vote of its trustees, (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company, (ii) approved this Agreement and (iii) recommended that this Agreement be adopted by and the REIT Merger be approved by the holders of Common Shares and Series B-1 Preferred Shares. This Agreement, the REIT Merger and the Subsidiary Mergers and the other transactions contemplated hereby have been approved by the requisite vote of the outstanding units of partnership interest in the Operating Partnership (with respect to the REIT Merger and OP Merger) and in Montgomery (with respect to the REIT Merger and the Montgomery Xxxxxx), xn each case in accordance with the Operatixx Xxxxxxxship Agreement (with respect to the REIT Merger and the OP Merger) and the Montgomery Partnership Agreement (with respect to the REIT Mergxx xxx xxx Montgomery Merger), subject, in the case of the Operating Partnxxxxxx xxxely with respect to the consummation of the OP Merger, to the requisite approval for the Operating Partnership Actions. This Agreement has been duly executed and delivered by each Company Party and, subject (1) in the case of the Company solely with respect to the consummation of the REIT Merger, to receipt of the CPA15 Stockholder ApprovalCompany Shareholder Approval and (2) in the case of the Operating Partnership solely with respect to the consummation of the OP Merger, the requisite approval for the Operating Partnership Actions, constitute valid and are binding obligations of such Company Party, enforceable against such Company Party in accordance with their terms, subject to enforceability, to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ ' rights and to by the exercise of judicial discretion in accordance with general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Authority; No Violations; Consents and Approval. (i) The CPA15 CPA18 Special Committee, at a meeting duly called and held, unanimously (A) determined that this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, are advisable and in the best interests of CPA15 CPA18 and the CPA15 CPA18 Stockholders and (B) recommended to the CPA18 Board of Directors of CPA15 that it approve and declare advisable this Agreement, and the transactions contemplated hereby and by the Merger Transaction Documents, including the Merger and the CPA15 Merger, upon the terms and conditions contained herein and therein. The Board of Directors of CPA15CPA18 Board, including a majority of the independent directors and a majority of the directors who are not interested in the Merger and the other transactions contemplated by the Merger Transaction Documents, has duly approved and declared advisable the Merger and the other transactions contemplated by the Merger Transaction Documents, including the CPA15 Merger, has recommended the approval of the Merger and the CPA15 Merger by the CPA15 CPA18 Stockholders and has authorized directed that the Merger and the CPA15 Merger be submitted for consideration at a special meeting of the CPA15 CPA18 Stockholders (the “CPA15 "CPA18 Stockholder Meeting”"). Each of CPA15 and CPA 15 Holdco CPA18 has all requisite power and authority to enter into this Agreement and all other documents Transaction Documents to be executed in connection with the transactions contemplated hereby (this Agreement and such other documents each a “Merger Transaction Document” and collectively, the “Merger Transaction Documents”)hereby, including the Merger and the CPA15 Merger, and, subject to receipt of the CPA15 CPA18 Stockholder Approval, to consummate the transactions contemplated thereby. The execution and delivery of the Merger Transaction Documents and the consummation of the transactions contemplated thereby have been, or when the Transaction Documents are executed will have been, duly authorized by all necessary action on the part of CPA15 and CPA 15 HoldcoCPA18, subject to receipt of the CPA15 CPA18 Stockholder Approval, and the Transaction Documents are enforceable in accordance with their terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The CPA18 Board has not approved or otherwise determined that the CPA18 Stockholders are or shall be entitled to exercise any rights of objecting stockholders provided for under Title 3, Subtitle 2 of the MGCL (or any successor provision) with respect to all or any classes or series of capital stock of CPA18 with respect to the Merger or the other transactions contemplated by this Agreement or the other Transaction Documents.