Authority; Noncontravention; Consents. (a) Wellsford has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford is a party. The execution and delivery of this Agreement by Wellsford and the consummation by Wellsford of the transactions contemplated by this Agreement to which Wellsford is a party have been duly authorized by all necessary action on the part of Wellsford, subject to the Wellsford Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford and constitutes a valid and binding obligation of Wellsford, enforceable against Wellsford in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
(b) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the execution and delivery of this Agreement by Wellsford do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party and compliance by Wellsford with the provisions of this Agreement 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 to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Wellsford or any Wellsford Subsidiary under, (i) the Amended and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford or any Wellsford Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to Wellsford or any Wellsford Subsidiary, or their respective properties or assets, other than, in the case of clause (...
Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the EWR Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
(b) Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the execution and delivery of this Agreement by EQR do not, and the consummation of the transactions contemplated by this Agreement to which EQR is a party and compliance by EQR with the provisions of this Agreement 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 to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of EQR or any EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to EQR or any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to EQR or any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate w...
Authority; Noncontravention; Consents. (a) Each of MII, McREMI and Xxxxxxxxxx XX has the requisite corporate 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 by this Agreement and the other Transaction Documents to which it is a party. MPLP has the requisite 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 by this Agreement and the other Transaction Documents to which it is a party. Each XxXxxx Partnership has the requisite partnership power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and, subject to the requisite approvals of its partners, to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party. The execution and delivery by each Seller of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation by such Seller of the transactions contemplated by this Agreement and the other Transaction Documents to which such Seller is a party have been duly authorized by all necessary action on the part of such Seller, except for and subject to the approval by each Merging Partnership of the Merger in respect of such Merging Partnership, the MPLP Contributions in respect of such Merging Partnership and the appointment of the applicable New GP LLC as the successor general partner of such Merging Partnership by the requisite approval of the limited partners of such Merging Partnership. This Agreement has been duly executed and delivered by each Seller, and each of the other Transaction Documents has been duly executed and delivered by each Seller which is a party thereto, and, assuming the due execution and delivery of this Agreement and each such other Transaction Document by every other party hereto and thereto, respectively, this Agreement and each of such other Transaction Documents each constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with and subject to its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors' rights generally and (ii) general principles of equity. The board of directors of MII (as general partner of the general partner of each of ...
Authority; Noncontravention; Consents. The Company has the requisite trust power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party have been duly authorized by all necessary trust action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c) attached hereto, the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement to which the Company is a party and compliance by the Company with the provisions of this Agreement 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 obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Declaration of Trust or the Bylaws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the Company or its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to the Company or its properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State...
Authority; Noncontravention; Consents. (a) Each Parent Entity has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Parent Entity. This Agreement has been duly executed and delivered by each Parent Entity and (assuming due authorization, execution and delivery by the other parties hereto) constitutes the valid and binding obligation of each Parent Entity enforceable against each Parent Entity in accordance with its terms, except (i) as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application affecting or relating to the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(b) No Parent Entity is in violation of or default under (i) any provisions of the respective certificate of incorporation or bylaws of each Parent Entity, (ii) any instrument, judgment, order, writ or decree, (iii) any note, indenture or mortgage, or (iv) any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) any provision of federal or state statute, rule or regulation applicable to any Parent Entity. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the acceleration of any payment, the loss of any right, the creation of any lien, charge or encumbrance upon any assets of any Parent Entity or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to any Parent Entity.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to any Parent Entity or any of their subsidiaries in connection with the execution and delivery of this Agreement by the Parent Entities or the consummation by the Parent Entities of the transactions contemplated hereby, except for: ...
Authority; Noncontravention; Consents. (a) AGH has the requisite power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "AGH STOCKHOLDER APPROVALS" and, together with the CapStar Stockholder Approvals, the "STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which AGH is a party. Except as set forth on Schedule 5.6(a) to the AGH Disclosure Letter, the AGH OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by this Agreement to which AGH OP is a party. The execution and delivery of this Agreement by the AGH Parties and the consummation by AGH of the transactions contemplated by this Agreement to which the AGH Parties are a party have been duly authorized by all necessary action on the part of the AGH Parties, except for and subject to the AGH Stockholder Approval and the approvals set forth on Schedule 5.6(a) to the AGH Disclosure Letter. This Agreement has been duly executed and delivered by the AGH Parties and constitutes a valid and binding obligation of the AGH Parties, enforceable against the AGH Parties in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
(b) Except as set forth in Schedule 5.6(b) to the AGH Disclosure Letter, the execution and delivery of this Agreement by the AGH Parties do not, and the consummation of the transactions contemplated by this Agreement to which the AGH Parties are a party, including, without limitation, the Transactions, and compliance by the AGH Parties with the provisions of this Agreement 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 to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH or any AGH Subsidiary under, (i) the AGH Charter, AGH Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any AGH Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or ...
Authority; Noncontravention; Consents. Starwood has the requisite corporate power and authority to enter into this Agreement, the Incorporation Merger Agreement and the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party and, subject to receipt of the Starwood Shareholder Approvals, to consummate the transactions contemplated by this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party. Starwood Sub has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party by Starwood and the consummation by Starwood of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Starwood, subject to receipt of the Starwood Shareholder Approvals. The execution and delivery of this Agreement by Starwood Sub and the consummation by Starwood Sub of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Starwood Sub. This Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party have been duly executed and delivered by Starwood and, in the case of this Agreement, by Starwood Sub, and constitute the valid and binding obligations of Starwood and Starwood Sub, as applicable, and are enforceable against Starwood and Starwood Sub, as applicable, in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. The execution and delivery of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party by Starwood and the execution and delivery of this Agreement by Starwood Sub do not, and the consummation of the transactions contemplated hereby and thereby and compliance by Starwood and Starwood Sub, as applicable, with the provisions of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party do not and...
Authority; Noncontravention; Consents. (a) Such Shareholder has the full and absolute right, capacity, power and authority to enter into this Agreement and each Related Document to which such Shareholder is or will be a party; this Agreement and each Related Document to which such Shareholder is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such Shareholder; and this Agreement and each Related Document is, or upon the execution and delivery thereof will be, the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by equitable principles of bankruptcy, fraudulent conveyance or insolvency laws affecting creditors' rights generally.
(b) None of the execution, delivery or performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any benefit under, any term, condition or provision of any Contract to which such Shareholder is a party, or by which such Shareholder or its assets may be bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable to such Shareholder, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Shareholder, or on or against any capital stock of the Company, or give rise to any claim against the Company or Purchaser.
(c) Except as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will b...
Authority; Noncontravention; Consents. (a) FelCor has the requisite corporate power and authority (i) to enter into this Agreement and each Transaction Document to which FelCor is a party, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite approval of the Merger by the holders of a majority of the FelCor Common Shares outstanding as of the Record Date (the "FelCor Stockholder Approval"), to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party and the consummation by FelCor of the transactions contemplated hereunder and thereunder have been duly authorized by the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other corporate proceedings on the part of FelCor or its stockholders are necessary to authorize any of the foregoing, other than the FelCor Stockholder Approval. This Agreement and each Transaction Document to which FelCor is a party have been duly executed and delivered by FelCor and constitute valid and binding obligations of FelCor, enforceable against FelCor in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and by general principles of equity (the foregoing exception, the "Bankruptcy Exception").
(b) Except as set forth in Schedule 2.4 to the FelCor Disclosure Letter, the execution and delivery by FelCor of this Agreement and each Transaction Document to which FelCor is a party do not, and the consummation of the transactions contemplated hereunder and thereunder and compliance by FelCor with the 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 to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of FelCor or any FelCor Subsidiary under (i) the FelCor Articles or the FelCor Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any FelCor Subsidiary, including without limitati...
Authority; Noncontravention; Consents. (a) Each of GGP, GGP Partnership, Acquisition and Partnership Acquisition has the requisite power and authority to enter into this Agreement and the Related Agreements (as herein defined) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements by GGP, GGP Partnership, Acquisition and Partnership Acquisition and the consummation by GGP, GGP Partnership, Acquisition and Partnership Acquisition of the transactions contemplated by this Agreement and the Related Agreements to which any of GGP, GGP Partnership, Acquisition or Partnership Acquisition is a party have been (or, in the case of the Certificates of Designation relating to the GGP Series C Preferred Stock, GGP Series D Preferred Stock, GGP Series E Preferred Stock, GGP Series F Preferred Stock and GGP Series G Preferred Stock and the Amendment to the GGP Partnership Agreement creating the GGP Series B Preferred Units, will be, prior to the Closing) duly authorized by all necessary action on the part of GGP, GGP Partnership, Acquisition and Partnership Acquisition. This Agreement has been, and at the Effective Time each Related Agreement will be, duly executed and delivered by each of the foregoing which is a party thereto and constitute or will constitute valid and binding obligations of GGP, GGP Partnership, Acquisition and Partnership Acquisition, as applicable, enforceable against GGP, GGP Partnership, Acquisition and Partnership Acquisition, as applicable, in accordance with and subject to their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. GGP Partnership will obtain prior to the Closing the requisite approval of the holders of GGP OP Units to the amendment of the GGP Partnership Agreement for the purpose of creating the new GGP Series B Preferred OP Units to the extent such approval is required. No other consent of any holder of capital stock of GGP or partner interest in GGP Partnership is required in connection with the Mergers or any of the transactions contemplated by this Agreement.
(b) The execution and delivery of this Agreement and/or the Related Agreements by GGP, GGP Partnership, Acquisition and Partnership Acquisition do not, and the consummation of the transactions contemplated by this Agreement and/or the Related Agreements to which any of GGP, GGP Partnership, Acquisition or Partnership ...
