Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (i) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and at the Closing will have, all requisite corporate power and authority, subject to obtaining the Company Shareholder Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to the consummation of the Transactions, to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of the other party, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, 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 (collectively, “Creditor’s Rights”). The Company Board has unanimously (A) resolved to recommend that the Company’s shareholders approve this Agreement and the plan of merger set forth herein (the “Company Board Recommendation”), (B) determined that entry into this Agreement is in the best interests of the Company and its shareholders, (C) adopted the plan of merger set forth herein and approved the Company’s execution, delivery and performance of this Agreement and consummation of the Transactions and (D) directed that this Agreement be submitted to a vote at a meeting of the shareholders of the Company to consider the approval of this Agreement (such meeting, including any postponement, adjournment or recess thereof, the “Company Shareholders Meeting”).

Authority; No Violations. (ia) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and at the Closing will have, all requisite corporate power and authorityAgreement and, subject to obtaining the approval by the Court of the Interim Order and the Final Order and obtaining the Company Requisite Shareholder ApprovalVote to approve the Arrangement Resolution, to consummate the Transactionsperform its obligations hereunder. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to the consummation of the Transactions, subject to obtaining the Company Requisite Shareholder ApprovalVote to approve the Arrangement Resolution and obtaining the approval by the Court of the Interim Order and the Final Order. This Agreement has been duly executed and delivered by the Company andCompany, and assuming the due authorization, and valid execution of this Agreement by Parent and delivery of the other partyParent Canadian Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, equity regardless of whether such enforceability is considered in a Proceeding in equity or at law Law (collectively, “Creditor’s Creditors’ Rights”). The Company Board Board, at a meeting duly called and held, has unanimously by unanimous vote (Ai) determined that the Arrangement is in the best interests of Company and is fair to the holders of the Company Common Shares, (ii) approved this Agreement and the Arrangement, and (iii) resolved to recommend that for approval (A) the Company’s shareholders approve Arrangement Resolution, to the holders of the outstanding Company Common Shares, and (B) the Plan of Arrangement, to the Court (such recommendation described in this Agreement and the plan of merger set forth herein clause (iii), the “Company Board Recommendation”), (B) determined that entry into this Agreement . The Company Requisite Shareholder Vote is in the best interests only vote of the holders of any class or series of the Company Capital Stock or any other security of Company or any of its Subsidiaries necessary to approve and its shareholders, (C) adopted the plan of merger set forth herein and approved the Company’s execution, delivery and performance of adopt this Agreement and consummation of the Transactions and (D) directed that this Agreement be submitted to a vote at a meeting of the shareholders of the Company to consider the approval of this Agreement (such meetingTransactions, including any postponement, adjournment or recess thereof, the “Company Shareholders Meeting”)Arrangement.

Authority; No Violations. (i) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and at the Closing will have, all requisite corporate power and authorityAgreement and, subject to obtaining the Company Shareholder Stockholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to the consummation of the Transactions, to obtaining the Company Shareholder Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery binding obligation of the other partyParent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, 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 (collectively, “Creditor’s Rights”). The Company Board has unanimously (A) resolved to recommend that the Company’s shareholders approve stockholders adopt this Agreement and the plan of merger set forth herein (the “Company Board Recommendation”), (B) determined that entry into this Agreement is and the Merger are advisable and fair to and in the best interests of the Company and its shareholdersCompany’s stockholders, (C) adopted the plan of merger set forth herein and approved the Company’s execution, delivery and performance of this Agreement and consummation of the Transactions Merger, and (D) directed that the adoption of this Agreement be submitted to a vote at a meeting of the shareholders stockholders of the Company to be held in connection with the Merger to consider the approval adoption of this Agreement (such meeting, including any postponement, adjournment or recess thereof, the “Company Shareholders Stockholders Meeting”).

Authority; No Violations. (ia) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and at to consummate the Closing will have, all requisite corporate power and authoritytransactions contemplated hereby, subject to obtaining receipt of the Company Shareholder ApprovalStockholder Approval and the acceptance of the Company Certificate of Merger by the Delaware Secretary of State in connection with the consummation of the Merger. The Operating Partnership has all requisite partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, subject to the acceptance of the Partnership Certificate of Merger by the Delaware Secretary of State. The Board of Directors of the Company (the “Company Board of Directors”) and the Company, as general partner of the Operating Partnership, have duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the CompanyOperating Partnership, subjectrespectively, with respect to and the consummation of the Transactionstransactions contemplated by this Agreement, to obtaining including the Offer and the Mergers, and the Company Shareholder Approval. This Agreement Board of Directors has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of the other party, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, 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 (collectively, “Creditor’s Rights”). The Company Board has unanimously (A) resolved to recommend that the Company’s shareholders approve this Agreement and the plan of merger set forth herein (the “Company Board Recommendation”), (Bi) determined that entry into this Agreement the Offer is fair and in the best interests of the holders of Company Common Shares and its shareholders, recommends that such holders accept the Offer and tender their shares into the Offer and (Cii) adopted declared advisable the plan of merger set forth herein Offer and approved the Company’s execution, delivery Merger and performance of the other transactions contemplated by this Agreement and consummation of the Transactions and (D) has directed that this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to a vote for approval and adoption at a special meeting of the shareholders holders of Company Common Shares (the “Company Stockholder Meeting”). The Company, in its capacity as general partner of the Operating Partnership, has determined that the Partnership Merger and the transactions contemplated by this Agreement comply with the terms of the limited partnership agreement of the Operating Partnership and applicable Law, including the DRULPA. No other corporate proceedings on the part of the Company or the Operating Partnership are necessary to consider authorize this Agreement or to consummate the transactions contemplated by this Agreement other than the receipt of the Company Stockholder Approval. No other approval of any equity holder or governing body of the Company or of the Operating Partnership is required to approve or adopt this Agreement (such meetingor the transactions contemplated by this Agreement, including any postponement, adjournment or recess thereof, consummation of the “Company Shareholders Meeting”)Offer.

Authority; No Violations. (ia) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and at to consummate the Closing will have, all requisite corporate power and authoritytransactions contemplated hereby, subject to obtaining receipt of the Company Shareholder ApprovalStockholder Approval and the acceptance of the Company Certificate of Merger by the Dela-ware Secretary of State. The Operating Partnership has all requisite partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, subject to the acceptance of the Partnership Certificate of Merger by the Delaware Secretary of State. The Board of Directors of the Company (the “Company Board of Directors”) and the Company, as general partner of the Operating Partnership, have duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company and the Operating Partnership, respectively, and the consummation of the transactions contemplated by this Agreement, including the Mergers, and the Company Board of Directors has declared advisable the Merger and the other transactions contemplated by this Agreement and has directed that this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted for approval and adoption at a special meeting of the Transactions have been duly authorized by all necessary holders of Company Common Shares (the “Company Stockholder Meeting”). No other corporate action proceedings on the part of the Company, subject, with respect Company or the Operating Partnership are necessary to authorize this Agreement or to consummate the consummation of transactions contemplated by this Agreement other than the Transactions, to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of the other party, constitutes a valid and binding obligation receipt of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Stockholder Approval. No other laws approval of general applicability relating to any equity holder 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 (collectively, “Creditor’s Rights”). The Company Board has unanimously (A) resolved to recommend that the Company’s shareholders approve this Agreement and the plan of merger set forth herein (the “Company Board Recommendation”), (B) determined that entry into this Agreement is in the best interests governing body of the Company and its shareholders, (C) adopted or of the plan of merger set forth herein and approved the Company’s execution, delivery and performance of Operating Partnership is required to approve or adopt this Agreement and consummation of or the Transactions and (D) directed that transactions contemplated by this Agreement be submitted to a vote at a meeting of the shareholders of the Company to consider the approval of this Agreement (such meeting, including any postponement, adjournment or recess thereof, the “Company Shareholders Meeting”)Agreement.

Authority; No Violations. (i) The Company Each of Parent, OpCo and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, and at the Closing will have, all requisite corporate power and authorityAgreement and, subject to obtaining the approval of (A) the issuance of Parent Common Stock in the Merger and (B) the election of the Company Director in accordance with Section 5.15, each by a majority of the votes cast at a duly called meeting of the shareholders of Parent (the “Parent Shareholder Meeting”) at which a quorum is present (the “Parent Shareholder Approval”), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company Parent, OpCo and Merger Sub and the consummation by the Company Parent, Opco and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of the Companyeach of Parent and Merger Sub, subject, with respect to the consummation of the Transactions, to obtaining the Company Parent Shareholder Approval. This Agreement has been duly executed and delivered by the Company each of Parent, OpCo and Merger Sub, and, assuming this Agreement constitutes the due authorization, execution valid and delivery binding obligation of the other partyCompany, constitutes a valid and binding obligation of the Company each of Parent, OpCo and Merger Sub enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, 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 (collectively, “Creditor’s Rights”). The Company Parent Board has unanimously (A) resolved to recommend that the Company’s shareholders approve of Parent vote in favor of the issuance of Parent Common Stock in the Merger (the “Parent Board Recommendation”). The Board of Directors of OpCo has approved and declared advisable this Agreement and the plan of merger set forth herein (the “Company Board Recommendation”), (B) determined that entry into this Agreement is in the best interests of the Company and its shareholders, (C) adopted the plan of merger set forth herein and approved the Company’s execution, delivery and performance of this Agreement and consummation of the Transactions and (D) directed that this Agreement be submitted to a vote at a meeting of the shareholders of the Company to consider the approval of this Agreement (such meeting, including any postponement, adjournment or recess thereof, the “Company Shareholders Meeting”)Merger.

Authority; No Violations. (i) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and at the Closing will have, all requisite corporate power and authorityAgreement and, subject to obtaining the Company Shareholder Stockholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to the consummation of the Transactions, to obtaining the Company Shareholder Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery binding obligation of the other partyParent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, 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 (collectively, “Creditor’s Rights”). The Company Board has unanimously (Ai) resolved to recommend that the Company’s shareholders approve stockholders adopt this Agreement and the plan of merger set forth herein (the “Company Board Recommendation”), (Bii) determined that entry into this Agreement is and the Merger are in the best interests of the Company and its shareholdersCompany’s stockholders, (Ciii) adopted the plan of merger set forth herein and approved the Company’s execution, delivery and performance of this Agreement and consummation of the Transactions Merger, and (Div) directed that the adoption of this Agreement be submitted to a vote at a meeting of the shareholders stockholders of the Company to be held in connection with the Merger to consider the approval adoption of this Agreement (such meeting, including any postponement, adjournment or recess thereof, the “Company Shareholders Stockholders Meeting”).