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

Authority; No Violations; Consents and Approval. (i) W. P. Xxxxx has all requisite power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby (including, without limitation, the Equity Financing). The execution and delivery of this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party and the consummation of the transactions contemplated hereby and thereby have been, or when executed will have been, duly authorized by all necessary action on the part of W. P. Xxxxx 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). (ii) The execution and delivery of this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party and the consummation by W. P. Xxxxx of the transactions contemplated hereby and thereby, and compliance with the provisions thereof, 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, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of W. P. Xxxxx under or require the consent or approval of any third party under, any provision of (A) X. X. Xxxxx’x certificate of formation, bylaws or limited liability company agreement, (B) any material contract to which W. P. Xxxxx is a party or (C) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to W. P. Xxxxx, or any of its properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on X. X. Xxxxx’x ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a party. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity, is required by or with respect to W. P. Xxxxx or any of its Subsidiaries in connection with the execution and delivery by W. P. Xxxxx of this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party or the consummation by W. P. Xxxxx of the transactions contemplated hereby and thereby, except for: (A) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party and the transactions contemplated hereby and thereby; and (B) any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make individually or in the aggregate, would not reasonably be expected to have a material adverse effect on X. X. Xxxxx’x ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

Authority; No Violations; Consents and Approval. (i) W. P. Xxxxx The Board of Directors of the BUYER 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 BUYER. (ii) Each of the BUYER has all requisite corporate or partnership power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby hereby. (including, without limitation, the Equity Financing). iii) The execution and delivery of this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party and the consummation of the transactions contemplated hereby and thereby have been, or when executed will have been, been duly authorized by all necessary corporate, or other organizational action on the part of W. P. Xxxxx each of the BUYER. This Agreement has been duly executed and are delivered by each of the BUYER, and assuming due execution and delivery by each of the Seller Parties, constitutes legal, valid and binding obligations of each of the BUYER, enforceable against each of the BUYER 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 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). (iiiv) The execution and delivery of this Agreement and by each of the other Transaction Documents to which W. P. Xxxxx is a party does not, and the consummation by W. P. Xxxxx of the transactions contemplated hereby and therebyhereby, and compliance with the provisions thereofhereof, will not 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, or give rise to a right of purchase obligation under, result in the creation of any Lien upon any of the properties or assets of W. P. Xxxxx under or require the consent or approval of any third party under, any provision of of: (A) X. X. Xxxxx’x certificate of formation, bylaws the BUYER Charter or limited liability company agreement, the BUYER Bylaws, (B) any material 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 BUYER, or to which W. P. Xxxxx is a party their respective properties or assets are bound, or (C) any judgmentfederal, order, decree, state or local or foreign statute, Lawlaw, ordinanceregulation, rule permit, license, approval, authorization, rule, ordinance or regulation code of any Governmental Entity, including any Law or any Order applicable to W. P. Xxxxxor binding upon any of the BUYER, or any of its their respective properties or assets, other than, in the case of clauses (B) or (C), any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on X. X. Xxxxx’x ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a party. (iiiv) No consent, approval, order Order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental EntityEntity or other Person, is required by or with respect to W. P. Xxxxx or on behalf of any of its Subsidiaries the BUYER in connection with the execution and delivery by W. P. Xxxxx of this Agreement and by each of the other Transaction Documents to which W. P. Xxxxx is a party BUYER or the consummation by W. P. Xxxxx each of the BUYER of the transactions contemplated hereby and therebyhereby, except for: : (A) Such consents and approvals required to be obtained under the BUYER Charter or BUYER Bylaws have been duly obtained and is in full force and effect without any reservations or limitations on the Closing Date; (B) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, filings as may be required in connection with this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party and the transactions contemplated hereby and therebystate or local transfer Taxes; and and (BC) any such other consent, approval, orderOrder, authorization, registration, declaration, filing or permit that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have constitute a material adverse effect on X. X. Xxxxx’x ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a partyBUYER Material Adverse Effect.

Authority; No Violations; Consents and Approval. (ia) W. P. Xxxxx The Company has all requisite trust power and authority to enter into this Agreement and the other Transaction Documents each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby (including, without limitation, thereby. The Operating Partnership has all requisite partnership power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to consummate the Equity Financing)transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been, or when executed will have been, been duly authorized by all necessary corporate, trust, partnership or other organizational action on the part of W. P. Xxxxx the Company and are the Operating Partnership. This Agreement has been, and each Ancillary Agreement to which it is a party will be, as of the Closing Date, duly authorized, executed and delivered by the Company and the Operating Partnership and assuming due execution and delivery by Buyer, constitutes (and each Ancillary Agreement will, when executed, constitute) the legal, valid and binding obligation of the Company and the Operating Partnership, enforceable against the Company and the Operating Partnership in accordance with their respective 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). (iib) The Except as set forth on Section 3.03(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each Ancillary Agreement by the other Transaction Documents to which W. P. Xxxxx is a party Company and the consummation by W. P. Xxxxx of the transactions contemplated hereby Operating Partnership does not and thereby, and compliance with the provisions thereof, will not conflict with, or result in any breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, repurchase, redemption or acceleration of any obligation, or the loss of a material obligationbenefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of W. P. Xxxxx under the Transferred Companies, their Subsidiaries or Project Entities, require the consent or approval of any third party or otherwise result in a default to the Transferred Companies, their Subsidiaries or Project Entities under, any provision of (A) X. X. Xxxxx’x certificate the comparable charter or organizational documents of formationthe Company, bylaws the Operating Partnership, any of the Transferred Companies, their Subsidiaries or limited liability company agreementProject Entities, (B) any material loan or credit agreement or note, or any bond, mortgage, indenture, lease, contract or other agreement that is in full force and effect, to which W. P. Xxxxx the Company, the Operating Partnership, any of the Transferred Companies, their Subsidiaries or Project Entities is a party party, or by which their respective properties or assets are bound, or (C) any judgmentLaw binding upon the Company, orderthe Operating Partnership, decreeany Transferred Company, statute, Law, ordinance, rule any of its Subsidiaries or regulation applicable to W. P. Xxxxxany Project Entity, or any of its their respective properties or assets, other than, in the case of clauses (B) or and (C), any such conflicts, Losses, violations, defaults, rights or Liens that, individually or in the aggregate, that would not result in a Company Material Adverse Effect or would not be reasonably be expected likely to have a material adverse effect on X. X. Xxxxx’x materially adversely affect the ability to perform its obligations under this Agreement of the Transferred Companies, their Subsidiaries and the other Transaction Documents Project Entities to which it is a partyconduct the Military Housing Business as currently conducted. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental EntityAuthority, is required to be obtained by the Company or the Operating Partnership or by or with respect to W. P. Xxxxx on behalf of the Transferred Companies, their Subsidiaries or any of its Subsidiaries the Project Entities in connection with (x) the execution and delivery by W. P. Xxxxx of this Agreement and or any Ancillary Agreement by the other Transaction Documents to which W. P. Xxxxx is a party Company or the Operating Partnership or the consummation by W. P. Xxxxx the Company or the Operating Partnership of the transactions contemplated hereby and thereby, or (y) the ownership by Buyer of the Transferred Companies, their Subsidiaries and the Project Entities and the Military Housing Business following the Closing, except for: (A) such reports under Section 13(afilings and approvals as may be required by any applicable state securities or “blue sky” Laws; (B) of the Exchange Act, and such other compliance with the Exchange Act, filings as may be required in connection with this Agreement state or local Transfer Taxes; (C) such clearances from CFIUS as may be required or advisable pursuant to Exon-Fxxxxx; (D) the filing of a notification and report form by the other Transaction Documents to which W. P. Xxxxx is a party and Company under the transactions contemplated hereby and therebyHSR Act; and (BE) any such other consent, approval, order, authorization, registration, declaration, filing filing, notice or permit that the failure to obtain or make individually or in the aggregate, would not be reasonably be expected likely to have a material adverse effect on X. X. Xxxxx’x materially adversely affect the ability to perform its obligations under this Agreement of the Transferred Companies, their Subsidiaries and the other Transaction Documents Project Entities to which it is a partyconduct their business as currently conducted; and (F) such consents set forth on Section 3.03(c) of the Company Disclosure Schedule.

Authority; No Violations; Consents and Approval. (i) W. P. Xxxxx HIH has all requisite power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby (including, without limitation, the Equity Financing)thereby. The execution and delivery of this Agreement and the other Transaction Documents to which W. P. Xxxxx it is a party and the consummation of the transactions contemplated hereby and or thereby have been, or when executed will have been, been duly and validly authorized by all necessary action on the part of W. P. Xxxxx HIH. Such Transaction Documents have been duly and are validly executed and delivered by HIH and constitute legal, valid and binding obligations of HIH, enforceable against HIH in accordance with their terms, subject except to enforceabilitythe extent that enforceability may be limited by applicable bankruptcy, to bankruptcyreorganization, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and other Laws of general applicability relating to or affecting creditors’ rights and to general by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity law or at Law)equity. (ii) The execution Except as set forth in Section 2(d)(ii) of the Company Disclosure Letter, the execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which W. P. Xxxxx it is a party by HIH, the purchase of the B Notes pursuant to the Purchase Agreement (and any related documents including, but not limited to, the pledge agreement) by the parties thereto, and the consummation by W. P. Xxxxx of the transactions with respect to the B Notes contemplated hereby and thereby, and compliance by HIH with the such provisions hereof and thereof, 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, or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of W. P. Xxxxx under HIH or any of the Company Subsidiaries under, require the consent or approval of any third party or otherwise result in a detriment or default to HIH or any of the Company Subsidiaries under, any provision of (A) X. X. Xxxxx’x certificate the LLC Agreement or any Constitutive Document of formation, bylaws HIH or limited liability company agreementany Company Subsidiary, (B) any material contract loan or credit agreement or note or any bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to HIH or any of the Company Subsidiaries, or to which W. P. Xxxxx is a party their respective properties or assets are bound or any guarantee by HIH or any of the Company Subsidiaries of any of the foregoing, (C) any judgmentjoint venture or other ownership arrangement or any Material Contract or (D) assuming the consents, orderapprovals, decreeauthorizations or permits and filings or notifications referred to in Section 2(d)(iii) are duly and timely obtained or made, statute, Law, ordinance, rule any Law or regulation Order applicable to W. P. Xxxxxor binding upon HIH or any of the Company Subsidiaries, or any of its their respective properties or assets, other than, in the case of clauses (B) or ), (C) and (D), any such conflicts, violations, defaults, rights rights, Liens or Liens detriments that, individually or in the aggregate, would not reasonably be expected to have constitute a material adverse effect on X. X. Xxxxx’x ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a partyCompany Material Adverse Effect. (iii) No Except as set forth in Section 2(d)(iii) of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, notice to or permit from from, any Governmental Entity, is required by or with respect to W. P. Xxxxx on behalf of HIH, or any of its the Company Subsidiaries in connection with the execution execution, delivery and delivery by W. P. Xxxxx performance of this Agreement and the other Transaction Documents by HIH to which W. P. Xxxxx it is a party party, the purchase of the B Notes pursuant to the Purchase Agreement (and any related documents including, but not limited to, the pledge agreement) by the parties thereto, or the consummation by W. P. Xxxxx HIH of the transactions with respect to the B Notes contemplated hereby and or thereby, except for: (A) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with this Agreement and the other Transaction Documents to which W. P. Xxxxx is a party and the transactions contemplated hereby and thereby; and (B) for any such consent, approval, order, authorization, registration, declaration, filing or permit that the failure to obtain or make make, individually or in the aggregate, would not reasonably be expected to have constitute a material adverse effect on X. X. Xxxxx’x ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a partyCompany Material Adverse Effect.