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

Authority; No Violations; Consents and Approval. (i) The Board of Directors of the REIT has approved and declared advisable the acquisition of the Subject Property, the issuance of the Transaction Shares and the other transactions contemplated by this Agreement on behalf of the REIT and as the general partner of OPCO on behalf of OPCO. (ii) Each of the REIT and OPCO has all requisite corporate or partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (iii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, or other organizational action on the part of each of the REIT and OPCO. This Agreement has been duly executed and delivered by each of the REIT and OPCO, and assuming due execution and delivery by each of the Seller Parties, constitutes legal, valid and binding obligations of each of the REIT and OPCO, enforceable against each of the REIT and OPCO in accordance with its terms, 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 by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery of this Agreement by each of the REIT and OPCO does not, and the consummation of the transactions contemplated hereby, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation under, require the consent or approval of any third party under, any provision of: (A) the Gadsden Charter or the Gadsden Bylaws, (B) any loan or credit agreement or note, or any bond, mortgage, indenture, joint venture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to any of the REIT or OPCO, or to which their respective properties or assets are bound, or (C) any federal, state or local or foreign statute, law, regulation, permit, license, approval, authorization, rule, ordinance or code of any Governmental Entity, including any Law or any Order applicable to or binding upon any of the REIT or OPCO, or any of their respective properties or assets. (v) No consent, approval, Order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity or other Person, is required by or on behalf of any of the REIT or OPCO in connection with the execution and delivery of this Agreement by each of the REIT or OPCO or the consummation by each of the REIT or OPCO of the transactions contemplated hereby, except for: (A) Such consents and approvals required to be obtained under the Gadsden Charter or Gadsden Bylaws have been duly obtained and is in full force and effect without any reservations or limitations on the Closing Date; (B) such filings as may be required in connection with state or local transfer Taxes; and (C) any such other consent, approval, Order, authorization, registration, declaration, filing or permit that the failure to obtain or make, individually or in the aggregate, would not constitute a Gadsden Material Adverse Effect.

Authority; No Violations; Consents and Approval. (i) The Board of Directors of the REIT FCRETI has approved and declared advisable the acquisition sale, disposition, transfer and assignment of the Subject Property, the issuance of the Transaction Shares Property and the other transactions contemplated by this Agreement on behalf of the REIT FCRETI and as the general partner of FC OPCO on behalf of FC OPCO. The Members and the Managers of T-9 Developers have approved and declared advisable the sale, disposition, transfer and assignment of the Subject Property and the other transactions contemplated by this Agreement. (ii) Each of the REIT and OPCO Seller Party has all requisite corporate or partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (iii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, or other organizational action on the part of each of the REIT and OPCOSeller Party. This Agreement has been duly executed and delivered by each of the REIT and OPCOSeller Party, and assuming due execution and delivery by each of the Seller PartiesREIT and OPCO, constitutes legal, valid and binding obligations of each of the REIT and OPCOSeller Party, enforceable against each of the REIT and OPCO Seller Party in accordance with its terms, 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 by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery of this Agreement by each of the REIT and OPCO Seller Party does not, and the consummation of the transactions contemplated hereby, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation under, require the consent or approval of any third party under, any provision of: (A) the Gadsden Seller Charter or the Gadsden BylawsSeller Bylaws or any provision of the comparable charter or organizational documents of any of the Seller Parties, (B) any loan or credit agreement or note, or any bond, mortgage, indenture, joint venture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to any of the REIT or OPCOSeller Party, or to which their respective properties or assets are bound, or (C) any federal, state or local or foreign statute, law, regulation, permit, license, approval, authorization, rule, ordinance or code of any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Entity”), including any Law judicial or administrative interpretation thereof (“Law”) or any Order award, judgment, injunction, consent, ruling, decree or order (whether temporary, preliminary or permanent) issued, adopted, granted, awarded or entered by any Governmental Entity or private arbitrator of competent jurisdiction (“Order”) applicable to or binding upon any of the REIT or OPCOSeller Party, or any of their respective properties or assets. (v) No consent, approval, Order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity or other Person, is required by or on behalf of any of the REIT or OPCO Seller Party in connection with the execution and delivery of this Agreement by each of the REIT or OPCO Seller Party or the consummation by each of the REIT or OPCO Seller Party of the transactions contemplated hereby, except for: (A) Such consents and approvals required to be obtained under the Gadsden Seller Charter or Gadsden Bylaws have Seller Bylaws, all of which are listed on Section 4.01(c)(v)(A) of the Seller Disclosure Letter, each of which has been duly obtained and is in full force and effect without any reservations or limitations on the Closing Date; (B) such filings as may be required in connection with state or local transfer Taxes; and (C) any such other consent, approval, Order, authorization, registration, declaration, filing or permit that the failure to obtain or make, individually or in the aggregate, would not constitute a Gadsden Seller Material Adverse Effect.

Authority; No Violations; Consents and Approval. (i) The Board Members and the Managers of Directors of the REIT has Sellers have approved and declared advisable the acquisition sale, disposition, transfer and assignment of the Subject Property, the issuance of the Transaction Shares Property and the other transactions contemplated by this Agreement on behalf of the REIT and as the general partner of OPCO on behalf of OPCOAgreement. (ii) Each of the REIT and OPCO Seller Party has all requisite corporate or partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (iii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, or other organizational action on the part of each of the REIT and OPCOSeller Party. This Agreement has been duly executed and delivered by each of the REIT and OPCOSeller Party, and assuming due execution and delivery by each of the Seller Parties, BUYER constitutes legal, valid and binding obligations of each of the REIT and OPCOSeller Party, enforceable against each of the REIT and OPCO Seller Party in accordance with its terms, 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 by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery of this Agreement by each of the REIT and OPCO Seller Party does not, and the consummation of the transactions contemplated hereby, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation under, require the consent or approval of any third party under, any provision of: (A) the Gadsden Seller Charter or the Gadsden Bylaws, (B) any loan or credit agreement or note, Seller Bylaws or any bond, mortgage, indenture, joint venture, lease, contract provision of the comparable charter or other agreement, instrument, permit, concession, franchise or license applicable to organizational documents of any of the REIT or OPCO, or to which their respective properties or assets are bound, orSeller Parties, (C) any federal, state or local or foreign statute, law, regulation, permit, license, approval, authorization, rule, ordinance or code of any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Entity”), including any Law judicial or administrative interpretation thereof (“Law”) or any Order award, judgment, injunction, consent, ruling, decree or order (whether temporary, preliminary or permanent) issued, adopted, granted, awarded or entered by any Governmental Entity or private arbitrator of competent jurisdiction (“Order”) applicable to or binding upon any of the REIT or OPCOSeller Party, or any of their respective properties or assets. (v) No consent, approval, Order or authorization of, or registration, declaration or filing with, notice to or permit from, any Governmental Entity or other Person, is required by or on behalf of any of the REIT or OPCO Seller Party in connection with the execution and delivery of this Agreement by each of the REIT or OPCO Seller Party or the consummation by each of the REIT or OPCO Seller Party of the transactions contemplated hereby, except for: (A) Such consents and approvals required to be obtained under the Gadsden Seller Charter or Gadsden Bylaws have Seller Bylaws, all of which are listed on Section 4.01(c)(v)(A) of the Seller Disclosure Letter, each of which has been duly obtained and is in full force and effect without any reservations or limitations on the Closing Date; (B) such filings as may be required in connection with state or local transfer Taxes; and (C) any such other consent, approval, Order, authorization, registration, declaration, filing or permit that the failure to obtain or make, individually or in the aggregate, would not constitute a Gadsden Seller Material Adverse Effect.