Common use of Authority; Noncontravention; Consents Clause in Contracts

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 (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a Wellsford 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford or any Wellsford Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford EQR has the requisite power and authority to enter into this Agreement andAgreement, and subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the Wellsford Shareholder Approvals, the "), Shareholder Approvals") to consummate the transactions contemplated by this Agreement to which Wellsford EQR is a party. The execution and delivery of this Agreement by Wellsford EQR and the consummation by Wellsford EQR of the transactions contemplated by this Agreement to which Wellsford EQR is a party have been duly authorized by all necessary action on the part of WellsfordEQR, subject to the Wellsford EQR Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford EQR and constitutes a valid and binding obligation of WellsfordEQR, enforceable against Wellsford EQR 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 3.5 to the Wellsford EQR Disclosure Letter, the execution and delivery of this Agreement by Wellsford EQR do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford EQR is a party and compliance by Wellsford EQR with the provisions of this Agreement will not, conflict with, or result in any violation of, 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 EQR or any Wellsford EQR Subsidiary under, (i) the Amended and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford 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 Wellsford EQR or any Wellsford 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to Wellsford EQR or any Wellsford Subsidiary, 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 would not (x) have a Wellsford an EQR 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford EQR or any Wellsford EQR Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) a joint proxy statement relating to the approval by Wellsford's shareholders Proxy Statement and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department Department, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 3.5 to the Wellsford EQR Disclosure Letter, Letter or (B) as may be required under (yx) federal, state or local environmental laws, laws or (zy) the "blue sky" securities laws of various states, to the extent applicable, State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford an EQR Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford The ZML REIT has the requisite corporate or trust power and authority to enter into this Agreement and, subject to the requisite shareholder including approval of this Agreement by the Merger vote of the holders of such ZML REIT's ZML REIT Shares required to approve this Agreement and the transactions contemplated hereby (the "Wellsford ZML REIT Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford the ZML REIT is a party. The execution and delivery of this Agreement by Wellsford the ZML REIT and the consummation by Wellsford the ZML REIT of the transactions contemplated by this Agreement to which Wellsford the ZML REIT is a party have been duly authorized by all necessary corporate or trust action on the part of Wellsford, subject to the Wellsford Shareholder ApprovalsZML REIT. This Agreement has been duly executed and delivered by Wellsford the ZML REIT and constitutes a valid and binding obligation of Wellsfordthe ZML REIT, enforceable against Wellsford the ZML REIT 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 Letter3.1(c) attached hereto, the execution and delivery of this Agreement by Wellsford the ZML REIT do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford the ZML REIT is a party and compliance by Wellsford the ZML REIT 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 lien upon any of the properties or assets of Wellsford or any Wellsford Subsidiary the ZML REIT under, (i) the Amended and Restated Certificate of Incorporation or Declaration of Trust Trust, as applicable, 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 AgreementZML REIT, (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 Wellsford the ZML REIT or any Wellsford Subsidiary or their respective its 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 the ZML REIT or any Wellsford Subsidiary, or their respective its properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens liens that individually or in the aggregate would not (x) have a Wellsford ZML REIT 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford or any Wellsford Subsidiary the ZML REIT in connection with the execution and delivery of this Agreement by Wellsford the ZML REIT or the consummation by Wellsford the ZML REIT of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ivii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter3.1(c), (B) as may be required under (yx) federal, state or local environmental laws, laws or (zy) the "blue sky" laws of various states, to the extent applicable, states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford the ZML REIT from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford ZML REIT Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Parent and Buyer 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"), and to consummate the transactions contemplated by this Agreement to which Wellsford it is a party. The execution and delivery of this Agreement by Wellsford Parent and Buyer and the consummation by Wellsford Parent and Buyer of the transactions contemplated by this Agreement to which Wellsford Parent and/or Buyer is a party have been duly authorized by all necessary limited liability company or corporate action on the part of WellsfordParent, subject to Buyer and Holdings. The Merger has been approved by Holdings as the Wellsford Shareholder Approvalssole stockholder of Buyer. This Agreement has been duly executed and delivered by Wellsford Parent and Buyer and constitutes a valid and binding obligation of Wellsfordeach of Parent and Buyer, enforceable against Wellsford each of Parent and Buyer 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. The Contribution Agreement has been duly executed and delivered by the parties thereto and constitutes a valid and binding obligation of each party thereto, enforceable against each party thereto 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 2.4 to the Wellsford Disclosure Letter, the The execution and delivery of this Agreement by Wellsford do each of Parent and Buyer does not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Parent and/or Buyer is a party and compliance by Wellsford each of Parent and Buyer with the provisions of this Agreement will not, conflict with, or result in any violation of, 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 Parent or any Wellsford Subsidiary of its Subsidiaries under, (i) the Amended and Restated Declaration organizational documents of Trust Parent or the Amended and Restated Bylaws of Wellsford Buyer or the comparable charter certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiaryother Subsidiary of the Parent, 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 Parent or any Wellsford Subsidiary of its Subsidiaries 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") Laws applicable to Wellsford Parent or any Wellsford Subsidiary, of its Subsidiaries 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 would not reasonably be expected to (x) have a Wellsford Parent Material Adverse Effect or a Buyer 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Parent or any Wellsford Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement by Wellsford Parent or Buyer or the consummation by Wellsford Parent or Buyer of any of the transactions contemplated by this Agreement, except for (i) any filings required under the filing with the Securities and Exchange Commission Act (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"including Schedule 13E-3), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department Maryland Department, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware with respect to the Partnership Merger, (iv) such filings as may be required in connection with the payment of any Transfer Taxes (as defined in Section 5.6), (v) any filings required under the HSR Act, (vi) the filing of a Form D with the SEC with respect to the transaction contemplated by the Partnership Merger Agreement and (ivvii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.,

Authority; Noncontravention; Consents. (a) Wellsford Seller has the requisite corporate power and corporate authority to enter into this Agreement and, subject to the requisite shareholder approval (i) of the amendments to Seller's Charter as set forth on Exhibit D hereto ("Charter Amendments") and the recommendation by Seller Board that Seller should terminate its status as a real estate investment trust, in each case, by the affirmative vote of two-thirds of all votes entitled to be cast by the holders of the issued and outstanding Seller Common Shares and Seller Preferred Shares (voting on an "as converted" basis), voting as a single class, and (ii) of this Agreement and the Merger by the affirmative vote of a majority of all votes entitled to be cast by the holders of the issued and outstanding Seller Common Shares and Seller Preferred Shares (voting on an "as converted" basis), voting as a single class ((i) and (ii) collectively, the "Wellsford Shareholder Seller Stockholder Approvals"), and ratification and approval of the matters described in (i) and (ii) by Seller Board following stockholder approval ("Seller Board Approval") and the Seller Partner Approval to consummate the transactions contemplated by this Agreement to which Wellsford Seller is a party. The execution and delivery of this Agreement by Wellsford Seller and the consummation by Wellsford Seller of the transactions contemplated by this Agreement to which Wellsford Seller is a party have been duly authorized by all necessary corporate action on the part of WellsfordSeller, except for and subject to the Wellsford Shareholder Seller Stockholder Approvals, Seller Partner Approval and Seller Board Approval. This Agreement has been duly executed and delivered by Wellsford Seller and constitutes a valid and binding obligation of WellsfordSeller, enforceable against Wellsford Seller in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws Laws relating to creditors' rights and general principles of equity.. The Seller Board, based upon the recommendation of the Special Committee, has duly and validly approved, and taken all corporate action required to be taken by it for the consummation of the Transactions (other than the Seller Board Approval), including, assuming the accuracy of the representations and warranties of Parent and Buyer in Section 3.12, all actions required to render inapplicable to the Merger and this Agreement (and the transactions provided for herein) the restrictions on "business combinations" (as defined in Subtitle 6 of Title 3 of the MGCL) between Seller (or any affiliate thereof) and Buyer (or any affiliate thereof) set forth in Subtitle 6 of Title (b) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the The execution and delivery of this Agreement by Wellsford Seller do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Seller is a party and compliance by Wellsford Seller with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller or any Wellsford Seller Subsidiary under, (i) the Amended and Restated Declaration of Trust Charter or the Amended and Restated Bylaws bylaws of Wellsford Seller, or subject to the Seller Partner Approval, the comparable charter articles or certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Seller Subsidiary, each as amended or supplemented to the date of this Agreementhereof, (ii) any material loan or credit agreement, note, bond, mortgagemortgage or indenture to which Seller or any Seller Subsidiary is a party, indenture, (iii) any reciprocal easement agreement, lease lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford Seller or any Wellsford Seller Subsidiary or their respective properties or assets or (iiiiv) 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 Seller or any Wellsford Seller Subsidiary, provided no representation or warranty is made in this sentence as to any agreement with Lessee, Manager or any of their respective properties or assetsaffiliates, other than, and in the case of clause (iiiii) or (iiiiv), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Wellsford Seller Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 (the "Outside Date") the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Seller or any Wellsford Seller Subsidiary in connection with the execution and delivery of this Agreement by Wellsford Seller or the consummation by Wellsford Seller of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued Proxy Statement (as defined in Section 5.1(a)) and any filings required by the MergerExchange Act (including Schedule 13E-3), (iiiii) the filing of the Articles of Merger with the Department Maryland Department, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware with respect to the Partnership Merger, (iv) any filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) the filing of a Form D with the SEC with respect to the transaction contemplated by the Partnership Merger Agreement and (ivvi) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule Section 2.4 to of the Wellsford Seller Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Laws or (z) the "blue sky" laws of various states, to the extent applicable, applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect beyond the Outside Date the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford or delay beyond the Outside Date Seller from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Seller Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Seller has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval adoption of this Agreement by holders of (i) a majority of the Merger outstanding Seller Preferred Shares and (ii) a majority of the Seller Common Shares and Seller Preferred Shares (voting on an as-converted basis), voting as a single class, representing a majority of the issued and outstanding Seller Common Shares (after giving effect to a deemed conversion of the Seller Preferred Shares) of the Seller (collectively, the "Wellsford Seller Shareholder ApprovalsApproval"), to consummate the transactions contemplated by this Agreement to which Wellsford Seller is a party. The execution and delivery of this Agreement by Wellsford Seller and the consummation by Wellsford Seller of the transactions contemplated by this Agreement to which Wellsford Seller is a party have been duly authorized by all necessary corporate action on the part of WellsfordSeller, except for and subject to the Wellsford Seller Shareholder ApprovalsApproval and approval by the holders of a majority of the limited partnership interest in the Seller Partnership (the "Seller Partner Approval"). This Agreement has been duly executed and delivered by Wellsford Seller and constitutes a valid and binding obligation of WellsfordSeller, enforceable against Wellsford Seller in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws Laws relating to creditors' rights and general principles of equity. The respective Boards of Directors of Seller and the Seller General Partner have duly and validly approved, and taken all corporate or partnership action required to be taken by them for the consummation of the Transactions, including but not limited to all actions required to render inapplicable to the Merger and this Agreement (and the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203(a)(1) of the DGCL) set forth in Section 203 of the DGCL. (b) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the The execution and delivery of this Agreement by Wellsford Seller do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Seller is a party and compliance by Wellsford Seller with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller or any Wellsford Seller Subsidiary under, (i) the Amended and Restated Declaration Certificate of Trust Incorporation or the Amended and Restated Bylaws By-laws of Wellsford Seller or the comparable charter certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Seller Subsidiary, each as amended or supplemented to the date of this Agreementhereof, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford Seller or any Wellsford Seller 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 Seller or any Wellsford Seller Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) (other than such items relating to the incurrence of indebtedness) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Wellsford Seller Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Seller or any Wellsford Seller Subsidiary in connection with the execution and delivery of this Agreement by Wellsford Seller or the consummation by Wellsford Seller of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to and the approval by Wellsford's shareholders and EQR's shareholders New York Stock Exchange of the transactions contemplated by this Agreement Proxy Statement (as amended or supplemented from time to time, the "Proxy Statement"defined in Section 5.1(a), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of any filings required by the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement(including Schedule 13E-3), (ii) the filing of listing applications the Certificate of Merger with the New York Stock Exchange Inc. ("NYSE") with respect to the shares Secretary of beneficial interest State of the Surviving Trust to be issued in the MergerState of Delaware, (iii) the filing of the Articles a certificate of Merger merger with the Department Secretary of State of the State of Delaware with respect to the Partnership Merger, (iv) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) the filing of a Form D with the SEC with respect to the transaction contemplated by the Partnership Merger Agreement and (ivvi) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to Section 2.5 of the Wellsford Seller Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Laws or (z) the "blue sky" laws of various states, to the extent applicable, applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford or delay beyond December 31, 1999 Seller from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Seller Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Acquiror and Merger Sub has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of this 15 21 Agreement by the Merger vote of the holders of the Acquiror Common Stock required to approve this Agreement and the Transactions (including, without limitation, the issuance of Acquiror Common Stock in connection with the Merger) (the "Wellsford Acquiror Shareholder Approvals" and, together with the Company Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement Transactions to which Wellsford Acquiror or Merger Sub (as the case may be) is a party. The execution and delivery of this Agreement by Wellsford each of Acquiror and Merger Sub and the consummation by Wellsford each of Acquiror and Merger Sub of the transactions contemplated by this Agreement Transactions to which Wellsford Acquiror or Merger Sub (as the case may be) is a party have been duly authorized by all necessary corporate action on the part of Wellsfordeach of Acquiror and Merger Sub and no other action or proceedings on the part of Acquiror or Merger Sub are necessary to authorize this Agreement or the consummation of the Transactions, subject to approval of this Agreement and the Wellsford issuance of Acquiror Common Stock in connection with the Merger pursuant to the Acquiror Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford each of Acquiror and Merger Sub and constitutes a valid and binding obligation of Wellsfordeach of Acquiror and Merger Sub, enforceable against Wellsford each of Acquiror and Merger Sub 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 SCHEDULE 3.2.4 to the Wellsford Acquiror Disclosure Letter, the execution and delivery of this Agreement by Wellsford each of Acquiror and Merger Sub do not, and the consummation of the transactions contemplated by this Agreement Transactions to which Wellsford Acquiror or Merger Sub (as the case may be) is a party and compliance by Wellsford each of Acquiror and Merger Sub 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 or alteration of rights or obligations under, or result in the creation of any Lien upon any of the properties or assets of Wellsford Acquiror, Merger Sub, or any Wellsford other Acquiror Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or the Amended and Restated Bylaws of Wellsford Acquiror and Merger Sub or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiary, other Acquiror 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 Acquiror, Merger Sub or any Wellsford other Acquiror 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") Laws applicable to Wellsford Acquiror, Merger Sub or any Wellsford Subsidiary, other Acquiror Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that either individually or in the aggregate would not (x) have a Wellsford an Acquiror Material Adverse Effect or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Acquiror, Merger Sub or any Wellsford Acquiror Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford Acquiror or Merger Sub, as the case may be, of any of the transactions contemplated by this AgreementTransactions, except for (i) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) the Proxy Statement and a joint proxy registration statement relating to on Form S-4 (or other appropriate form) in connection with the approval by Wellsford's shareholders and EQR's shareholders registration of the transactions contemplated by this Agreement (as amended or supplemented from time to time, Acquiror Common Stock constituting the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended Merger Consideration (the "Securities ActRegistration Statement"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) and (zy) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this AgreementTransactions, (ii) the filing of listing applications the Listing Application with the New York Stock Exchange Inc. ("NYSE") NYSE with respect to the shares of beneficial interest of the Surviving Trust Acquiror Common Stock to be issued in as part of the MergerMerger consideration, (iii) the filing of the Articles of Merger with the Department Applicable Bodies, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 SCHEDULE 3.2.4 to the Wellsford Acquiror Disclosure Letter, (B) as may be required under (yx) federal, state or local environmental laws, laws or (zy) the "blue sky" laws of various states, to the extent applicable, states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement Transactions or otherwise prevent Wellsford Acquiror or Merger Sub from performing its their respective obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford an Acquiror Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford has Each of Buyer and Acquisition Sub have the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals"), and to consummate the transactions contemplated by this Agreement to which Wellsford is a partyhereby. The execution and delivery of this Agreement by Wellsford Buyer and Acquisition Sub and the consummation by Wellsford Buyer and Acquisition Sub of the transactions contemplated by this Agreement to which Wellsford is a party hereby have been duly authorized by all necessary corporate action on the part of Wellsford, subject to Buyer and Acquisition Sub and no other corporate action or proceedings on the Wellsford Shareholder Approvalspart of Buyer or Acquisition Sub are necessary with respect thereto. This Agreement has been duly executed and delivered by Wellsford Buyer and Acquisition Sub and constitutes a valid and binding obligation obligations of WellsfordBuyer and Acquisition Sub, enforceable against Wellsford Buyer and Acquisition Sub 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 . The execution and delivery of this Agreement by Wellsford Buyer and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and compliance by Wellsford Buyer and Acquisition Sub 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, under (i) the Amended and Restated Declaration articles of Trust incorporation or the Amended and Restated Bylaws by-laws of Wellsford Buyer or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford SubsidiaryAcquisition Sub, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease license or other agreement, instrument, permit, concession, franchise or license agreement applicable to Wellsford Buyer or any Wellsford Subsidiary Acquisition Sub 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") Laws applicable to Wellsford Buyer or any Wellsford Subsidiary, Acquisition Sub or their respective properties or assets, other than, in the case of clause clauses (ii) or and (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have a Wellsford Material Adverse Effect material adverse effect on the ability of Buyer or (y) prevent Acquisition Sub to consummate the consummation of Merger or the other transactions contemplated by this Agreementhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Buyer or any Wellsford Subsidiary Acquisition Sub in connection with the execution and delivery of this Agreement by Wellsford Buyer or Acquisition Sub or the consummation by Wellsford Buyer or Acquisition Sub of any of the transactions contemplated by this Agreementhereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any State Corporation Commission of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in Commonwealth of Virginia and the aggregate, a Wellsford Material Adverse EffectSecretary of State of the State of Delaware. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford EWR has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford EWR Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford EWR is a party. The execution and delivery of this Agreement by Wellsford EWR and the consummation by Wellsford EWR of the transactions contemplated by this Agreement to which Wellsford EWR is a party have been duly authorized by all necessary action on the part of WellsfordEWR, except for and subject to the Wellsford EWR Shareholder Approvals and the EWR Partner Approvals. This Agreement has been duly executed and delivered by Wellsford EWR and constitutes a valid and binding obligation of WellsfordEWR, enforceable against Wellsford EWR 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 2.4 2.5 to the Wellsford EWR Disclosure Letter, the execution and delivery of this Agreement by Wellsford EWR do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford EWR is a party and compliance by Wellsford EWR 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 EWR or any Wellsford EWR Subsidiary under, (i) the Amended and Restated Declaration of Trust charter or the Amended and Restated Bylaws of Wellsford EWR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford EWR Subsidiary, each as amended or supplemented to the date of this Agreementsupplemented, (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 EWR or any Wellsford EWR 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 EWR or any Wellsford EWR 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 would not (x) have a Wellsford EWR 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford EWR or any Wellsford EWR Subsidiary in connection with the execution and delivery of this Agreement by Wellsford EWR or the consummation by Wellsford EWR of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement Proxy Statement (as amended or supplemented from time to time, the "Proxy Statement"defined in Section 5.1), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing acceptance for record of the Articles of Merger with by the Department and (iviii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 2.5 to the Wellsford EWR Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, laws or (z) the "blue sky" laws of various states, to the extent applicable, applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford EWR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford EWR Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford EWR confirms that the conduct of its business consists solely of investing in, owning owning, developing and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Parent, Sub and Buyer Operating LLC 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"), and to consummate the transactions contemplated by this Agreement to which Wellsford it is a party. The execution and delivery of this Agreement by Wellsford Parent, Sub and Buyer Operating LLC and the consummation by Wellsford Parent, Sub and Buyer Operating LLC of the transactions contemplated by this Agreement to which Wellsford Parent, Sub and/or Buyer Operating LLC is a party have been duly authorized by all necessary action on the part of WellsfordParent, subject to Sub and Buyer Operating LLC (including, without limitation, the Wellsford Shareholder Approvalsissuance of the Class A Units and the Class B Units in the Partnership Merger). This Agreement has been duly executed and delivered by Wellsford Parent, Sub and constitutes a valid and binding obligation of WellsfordBuyer Operating LLC, enforceable against Wellsford each of them in accordance with its and subject to their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws Laws relating to creditors' rights and general principles of equity. (b) Except as set forth disclosed in Schedule 2.4 to the Wellsford Buyer Disclosure Letter, the execution and delivery of this Agreement by Wellsford do each of Parent, Sub and Buyer Operating LLC does not, and the consummation of the transactions contemplated by this Agreement by Buyer Operating LLC to 12 which Wellsford it is a party and compliance by Wellsford it with the provisions of this Agreement will not, conflict with, or result in any violation of, 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 Parent, Sub, Buyer Operating LLC or any Wellsford Subsidiary of its other Subsidiaries under, (i) the Amended and Restated Declaration organizational or governing documents of Trust Parent, Sub or the Amended and Restated Bylaws of Wellsford Buyer Operating LLC or the comparable charter certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiaryother Subsidiary of Parent, 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 Surviving Operating Partnership or any Wellsford Subsidiary of its Subsidiaries 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") Laws applicable to Wellsford Parent or any Wellsford Subsidiary, of its Subsidiaries 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 would not reasonably be expected to (x) have a Wellsford Parent 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Parent, Sub, Buyer Operating LLC or any Wellsford Subsidiary of its other Subsidiaries in connection with the execution and delivery of this Agreement by Wellsford Parent, Sub or Buyer Operating LLC or the consummation by Wellsford of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Certificate of Merger with the Securities and Exchange Commission (the "SEC") Secretary of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders State of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement")State of Delaware, (yii) registration statements on appropriate forms any filings required under the Securities Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger a Form D with the Department SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are Required Consents (as defined in the Merger Agreement) or are set forth in Schedule 2.4 to Section 3.3 of the Wellsford Disclosure LetterMerger Agreement, (B) as may be required under (y) federal, state or local environmental laws, or (z) by the "blue sky" laws of various states, to the extent applicable, applicable or (C) those which, if not obtained or made, would not prevent or delay in any material respect beyond the Outside Date the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Parent, Sub or Buyer Operating LLC from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Parent Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Seller General Partner and Seller Partnership has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals")Seller Partner Approval, to consummate the transactions contemplated by this Agreement to which Wellsford it is a party. The execution and delivery of this Agreement by Wellsford Seller General Partner and Seller Partnership and the consummation by Wellsford Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which Wellsford Seller General Partner and/or Seller Partnership is a party have been duly authorized by all necessary corporate or limited partnership action on the part of WellsfordSeller General Partner and Seller Partnership, except for and subject to the Wellsford Shareholder ApprovalsSeller Partner Approval. This Agreement has been duly executed and delivered by Wellsford Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of Wellsfordeach of Seller General Partner and Seller Partnership, enforceable against Wellsford each of Seller General Partner and Seller Partnership in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws 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 The execution and delivery of this Agreement by Wellsford do each of Seller General Partner and Seller Partnership does not, and the consummation of the transactions contemplated by this Agreement to which Wellsford it is a party and compliance by Wellsford it with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership or any Wellsford Subsidiary of their Subsidiaries under, (i) the Amended and Restated Declaration Certificate of Trust Incorporation or the Amended and Restated Bylaws of Wellsford By-laws or the comparable charter certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any Wellsford Subsidiaryof their Subsidiaries, each as amended or supplemented to the date of this Agreementhereof, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford Seller General Partner, Seller Partnership or any Wellsford Subsidiary of their Subsidiaries 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 Seller General Partner, Seller Partnership or any Wellsford Subsidiaryof their Subsidiaries, or their respective properties or assets, other than, in the case of clause (ii) (other than such items relating to the incurrence of indebtedness) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Wellsford Seller Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Seller General Partner, Seller Partnership or any Wellsford Subsidiary of their Subsidiaries in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford Seller General Partner or Seller Partnership of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Securities and Exchange Commission (the "SEC") Secretary of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders State of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement")State of Delaware, (yii) registration statements on appropriate forms any filings required under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger a Form D with the Department SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 2.5 to the Wellsford Seller Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Laws or (z) the "blue sky" laws of various states, to the extent applicable, applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford or delay beyond December 31, 1999 Seller from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Seller Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Seller General Partner and Seller Partnership has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals")Seller Partner Approval, to consummate the transactions contemplated by this Agreement to which Wellsford it is a party. The execution and delivery of this Agreement by Wellsford Seller General Partner and Seller Partnership and the consummation by Wellsford Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which Wellsford Seller General Partner and/or Seller Partnership is a party have been duly authorized by all necessary corporate or limited partnership action on the part of WellsfordSeller General Partner and Seller Partnership, subject to except for the Wellsford Shareholder ApprovalsSeller Partner Approval. This Agreement has been duly executed and delivered by Wellsford Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of Wellsfordeach of Seller General Partner and Seller Partnership, enforceable against Wellsford each of Seller General Partner and Seller Partnership in 10 accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws Laws relating to creditors' rights and general principles of equity. (b) Except as set forth disclosed in Schedule 2.4 to the Wellsford Seller Disclosure Letter, the execution and delivery of this Agreement by Wellsford do each of Seller General Partner and Seller Partnership does not, and the consummation by Seller Partnership of the transactions contemplated by this Agreement to which Wellsford it is a party and compliance by Wellsford it with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership or any Wellsford Subsidiary Seller Subsidiary, under, (i) the Amended and Restated Declaration certificate or articles of Trust incorporation or the Amended and Restated Bylaws of Wellsford or the comparable charter by-laws or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any Wellsford Seller Subsidiary, each as amended or supplemented to the date of this Agreementhereof, (ii) any loan or credit agreement, note, bond, mortgagemortgage or indenture to which Seller General Partner, indenture, Seller Partnership or any Seller Subsidiary is a party; (iii) any reciprocal easement agreement, lease lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford Seller General Partner, Seller Partnership or any Wellsford Seller Subsidiary or their respective properties or assets assets; or (iiiiv) 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") Laws applicable to Wellsford Seller General Partner, Seller Partnership or any Wellsford Seller Subsidiary, or their respective properties or assets, other than, than in the case of clause clauses (iiiii) or (iiiiv), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Wellsford Seller Material Adverse Effect or (y) prevent or delay beyond the Outside Date the consummation of the transactions contemplated by this Agreement, provided that no representation or warranty is made in this sentence as to any agreement with Lessee, Manager or any of their Affiliates. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Seller General Partner, Seller Partnership or any Wellsford Seller Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford of the transactions contemplated by this Agreement, hereby except for (i) the filing of the Certificate of Merger with the Securities and Exchange Commission (the "SEC") Secretary of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders State of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement")State of Delaware, (yii) registration statements on appropriate forms any filings required under the Securities Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger a Form D with the Department SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule Section 2.4 to of the Wellsford Merger Agreement or Section 2.4 of the Seller Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) by the "blue sky" laws of various states, to the extent applicable, applicable or (C) those which, if not obtained or made, would not prevent or delay in any material respect beyond the Outside Date the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford or delay beyond the Outside Date Seller Partnership from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Seller Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford ICH has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of this Agreement by the Merger votes of the holders of shares of ICH Common Stock and, if not previously converted, ICH Series B Preferred Stock required to approve this Agreement and the transactions contemplated hereby (the "Wellsford ICH Stockholder Approval" and, together with the ACT Shareholder Approval, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement hereby to which Wellsford ICH is a party. The execution and delivery of this Agreement by Wellsford ICH and the consummation by Wellsford ICH of the transactions contemplated by this Agreement hereby to which Wellsford ICH is a party have been duly authorized by all necessary action on the part of WellsfordICH, subject to approval of this Agreement pursuant to the Wellsford Shareholder ApprovalsICH Stockholder Approval. This Agreement has been duly executed and delivered by Wellsford ICH and, assuming the due authorization, execution and delivery hereof by ACT, constitutes a valid and binding obligation obligations of WellsfordICH, enforceable against Wellsford ICH in accordance with its terms, subject to applicable except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights and generally or (ii) general principles of equityequity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except as set forth in Schedule 2.4 4.4 to the Wellsford ICH Disclosure Letter, the execution and delivery of this Agreement by Wellsford ICH do not, and the consummation of the transactions contemplated by this Agreement hereby to which Wellsford ICH is a party and compliance by Wellsford ICH 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 ICH or any Wellsford of its Subsidiary under, (i) the Amended and Restated Declaration articles of Trust incorporation or the Amended and Restated Bylaws bylaws of Wellsford ICH or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiaryother of ICH's Subsidiaries, 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 ICH or any Wellsford Subsidiary other of ICH's Subsidiaries 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") Laws applicable to Wellsford ICH or any Wellsford Subsidiary, of ICH's Subsidiaries or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have a Wellsford Material Adverse Effect on ICH or (y) prevent the consummation of the transactions contemplated by this Agreement. Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford ICH or any Wellsford Subsidiary of ICH's Subsidiaries in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford ICH of any of the transactions contemplated by this Agreementhereby, except for (i) the filing by any Person in connection with any of the transactions contemplated hereby of a pre-merger notification and report form under the HSR Act to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) a joint proxy statement relating to the approval by Wellsford's shareholders Proxy Statement and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Maryland Articles of Merger with the State Department of Assessments and Taxation of Maryland and the Texas Articles of Merger with the County Clerk of the County of Dallas, Texas and (iv) such other consents, approvals, orders, authorizations, registrations, declarations declarations, licenses and filings (A) as are set forth in Schedule 2.4 4.4 to the Wellsford ICH Disclosure Letter, Letter or (BA) as may be required under (yx) federal, state or local environmental laws, laws or (zy) the "blue sky" laws of various states, to the extent applicable, states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement Merger or otherwise prevent Wellsford ICH from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse EffectEffect on ICH. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Subject to obtaining the approval of the Board of Directors of the Panther, Panther has the requisite corporate power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Panther, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder, and (the "Wellsford Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which Wellsford is a partyhereunder and thereunder. The execution and delivery by Panther of this Agreement and all documents contemplated hereunder to be entered into by Wellsford Panther and the consummation by Wellsford it of the transactions contemplated by this Agreement to which Wellsford is a party hereunder and thereunder have been duly authorized by all necessary action corporate action, and no other corporate proceedings on the part of WellsfordPanther or its stockholders is necessary to authorize any of the foregoing, subject except for obtaining the approval of the Panther's Board of Directors. Subject to obtaining the Wellsford Shareholder Approvals. This approval of the Board of Directors of Panther, this Agreement has been been, and all documents contemplated hereunder to be executed by Panther when executed and delivered will have been, duly executed and delivered by Wellsford Panther and constitutes a constitute the valid and binding obligation of WellsfordPanther, enforceable against Wellsford Panther in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and rights, general principles of equityequity or articles of incorporation or by laws. (b) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the The execution and delivery by Panther of this Agreement and all documents contemplated hereunder to be entered into by Wellsford Panther do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereunder and thereunder and compliance by Wellsford Panther with the provisions of this Agreement 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 penalty, or 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, Panther under (i) the Amended and Restated Declaration its certificate or articles of Trust incorporation 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 Subsidiarybylaws, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to Wellsford Panther or any Wellsford Subsidiary or their its respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentencesubsection (c) below, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to Wellsford Panther or any Wellsford Subsidiary, or their its respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate aggregate, would not (x) have a Wellsford Material Adverse Effect reasonably be expected to impair or (y) prevent interfere in any material respect with the consummation of the Transfer or any other transactions -36- contemplated by this Agreement. Agreement or in the documents contemplated to be executed hereunder, or otherwise prevent Panther from performing its obligations hereunder in any material respect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford or any Wellsford Subsidiary Panther in connection with the execution and delivery by Panther of this Agreement and all documents contemplated hereunder to be entered into by Wellsford Panther to which it is a party or the consummation by Wellsford Panther of any of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B5.2(c) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse EffectDisclosure Schedule. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, Hickory and each Assigning Subsidiary, as applicable, has the requisite power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Hickory and each Assigning Subsidiary, subject as applicable, (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder and (the "Wellsford Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which Wellsford is a partyhereunder and thereunder. The Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, the execution and delivery by Hickory and each Assigning Subsidiary, as applicable, of this Agreement and all documents contemplated hereunder to be executed and delivered by Wellsford Hickory and each Assigning Subsidiary, as applicable, and the consummation by Wellsford it of the transactions contemplated by this Agreement to which Wellsford is a party hereunder and thereunder have been duly authorized by all necessary action company, entity or partnership action, and no other company, entity or partnership proceedings on the part of WellsfordHickory or the applicable Assigning Subsidiary or their partners, subject shareholders or members are necessary to authorize any of the Wellsford Shareholder Approvalsforegoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Hickory and each Assigning Subsidiary, as applicable, when executed and delivered will have been, duly executed and delivered by Wellsford Hickory and constitutes a each Assigning Subsidiary, as applicable, and shall constitute the valid and binding obligation of WellsfordHickory and each Assigning Subsidiary, as applicable, enforceable against Wellsford it in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and by general principles of equity. Hickory has the power and authority to cause each Assigning Subsidiary to consummate the transactions contemplated under this Agreement. (b) Except as set forth in Schedule 2.4 to 4.2(b) of the Wellsford Disclosure LetterSchedule and assuming receipt of the consents described in Schedule 4.2(a) of the Disclosure Schedule, the execution and delivery by Hickory of this Agreement and all documents contemplated hereunder to be executed and delivered by Wellsford Hickory and each Assigning Subsidiary, as applicable, do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereunder and thereunder and compliance by Wellsford Hickory with the provisions of this Agreement 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 penalty, or 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, Contributed Assets under (i) the Amended and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford or the comparable charter or constituent organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiarydocuments, each as amended or supplemented to the date supplemented, of this AgreementHickory, any Assigning Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise material agreement or license instrument applicable to Wellsford the Properties or the Contributed Assets and constituting Assumed Liabilities but excluding any Wellsford Subsidiary or their respective properties or assets Liens under the Assumed Indebtedness, 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 Hickory or any Wellsford Subsidiary, Assigning Subsidiary with respect to the Properties or their respective properties or assetsthe Contributed 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 aggregate, would not (x) have a Wellsford Material Adverse Effect materially adversely affect the Properties or (y) prevent the Contributed Assets or impair or interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this AgreementAgreement or in the documents contemplated to be executed hereunder or otherwise prevent Hickory and the Assigning Subsidiaries from performing their obligations hereunder in any material respect. Solely for purposes of this Section 4.2(b), the definition of Contributed Assets will not include any reference to the phrase "to the extent assignable or transferable". (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford the Properties or any Wellsford Subsidiary the Contributed Assets in connection with the execution and delivery by Hickory of this Agreement by Wellsford and Hickory and Assigning Subsidiaries of all documents contemplated hereunder or the consummation by Wellsford Hickory of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not reasonably be expected to prevent or delay in any material respect the consummation of the Transfer or any of the other transactions contemplated by this Agreement or in the documents contemplated to be executed hereunder or otherwise prevent Wellsford Hickory and the Assigning Subsidiaries from performing its their obligations under this Agreement hereunder in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effectrespect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, Seller and each Assigning Subsidiary, as applicable, has the requisite power and authority (i) to enter into this Agreement andand all documents contemplated hereunder to be entered into by Seller and each Assigning Subsidiary, subject as applicable, (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder and (the "Wellsford Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement to which Wellsford is a partyhereunder and thereunder. The Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, the execution and delivery by Seller and each Assigning Subsidiary, as applicable, of this Agreement and all documents contemplated hereunder to be executed and delivered by Wellsford Seller and each Assigning Subsidiary, as applicable, and the consummation by Wellsford it of the transactions contemplated by this Agreement to which Wellsford is a party hereunder and thereunder have been duly authorized by all necessary action company, entity or partnership action, and no other company, entity or partnership proceedings on the part of WellsfordSeller or the applicable Assigning Subsidiary or their partners, subject shareholders or members are necessary to authorize any of the Wellsford Shareholder Approvalsforegoing. This Agreement has been been, and all documents contemplated hereunder to be executed by Seller and each Assigning Subsidiary, as applicable, when executed and delivered will have been, duly executed and delivered by Wellsford Seller and constitutes a each Assigning Subsidiary, as applicable, and shall constitute the valid and binding obligation of WellsfordSeller and each Assigning Subsidiary, as applicable, enforceable against Wellsford it in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and by general principles of equity. Seller has the power and authority to cause each Assigning Subsidiary and Subsidiary to consummate the transactions contemplated under this Agreement. (b) Except as set forth in Schedule 2.4 to 4.2(b) of the Wellsford Disclosure LetterSchedule and assuming receipt of the consents described in Schedule 4.2(a) of the Disclosure Schedule, the execution and delivery by Seller of this Agreement and all documents contemplated hereunder to be executed and delivered by Wellsford Seller and each Assigning Subsidiary, as applicable, do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereunder and thereunder and compliance by Wellsford Seller with the provisions of this Agreement 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 penalty, or 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, Purchased Assets under (i) the Amended and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford or the comparable charter or constituent organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiarydocuments, each as amended or supplemented to the date supplemented, of this AgreementSeller, any Assigning Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise material agreement or license instrument applicable to Wellsford the Properties or the Purchased Assets and constituting Assumed Liabilities but excluding any Wellsford Subsidiary or their respective properties or assets Liens under the Assumed Indebtedness, 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 Seller or any Wellsford Subsidiary, Assigning Subsidiary with respect to the Properties or their respective properties or assetsthe Purchased 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 aggregate, would not (x) have a Wellsford Material Adverse Effect materially adversely affect the Properties or (y) prevent the Purchased Assets or impair or interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this AgreementAgreement or in the documents contemplated to be executed hereunder or otherwise prevent Seller and the Assigning Subsidiaries from performing their obligations hereunder in any material respect. Solely for purposes of this Section 4.2(b), the definition of Purchased Assets will not include any reference to the phrase "to the extent assignable or transferable". (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford the Properties or any Wellsford Subsidiary the Purchased Assets in connection with the execution and delivery by Seller of this Agreement by Wellsford and Seller and Assigning Subsidiaries of all documents contemplated hereunder or the consummation by Wellsford Seller of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not reasonably be expected to prevent or delay in any material respect the consummation of the Transfer or any of the other transactions contemplated by this Agreement or in the documents contemplated to be executed hereunder or otherwise prevent Wellsford Seller and the Assigning Subsidiaries from performing its their obligations under this Agreement hereunder in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effectrespect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Cornerstone and Merger Sub 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"), and to consummate the transactions contemplated by this Agreement and each agreement to which Wellsford Cornerstone is a party, including, without limitation, the Newco Documents. The execution and delivery of this Agreement by Wellsford Cornerstone and Merger Sub and the consummation by Wellsford Cornerstone and Merger Sub of the transactions contemplated by this Agreement and each Newco Agreement to which Wellsford Cornerstone is a party have been duly authorized by all necessary action on the part of WellsfordCornerstone and Merger Sub, subject to the Wellsford Shareholder Approvalsrespectively. This Agreement has been duly executed and delivered by Wellsford Cornerstone and Merger Sub and constitutes a valid and binding obligation of WellsfordCornerstone and Merger Sub, enforceable against Wellsford each of Cornerstone and Merger Sub 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 3.3 to the Wellsford Cornerstone Disclosure Letter, the execution and delivery of this Agreement and the Newco Documents, as applicable, by Wellsford do Cornerstone and Merger Sub does not, and the consummation of the transactions contemplated by this Agreement and each agreement to which Wellsford Cornerstone is a party party, including, without limitation, the Newco Documents, and compliance by Wellsford Cornerstone with the provisions of this Agreement and the Newco Documents will not, conflict with, or result in any violation of, 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 Cornerstone or any Wellsford Cornerstone Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or the Amended and Restated Bylaws of Wellsford Cornerstone or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford other Cornerstone 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 Cornerstone or any Wellsford Cornerstone 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") Laws applicable to Wellsford Cornerstone or any Wellsford Subsidiary, Cornerstone 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 would not (x) have a Wellsford Cornerstone 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Cornerstone or any Wellsford Cornerstone Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford Cornerstone of any of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) a joint proxy registration statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (zy) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications the Certificate of Merger with the New York Stock Exchange Inc. ("NYSE") with respect to the shares Secretary of beneficial interest of the Surviving Trust to be issued in the MergerState, (iii) the filing of the Articles of Merger such filings as may be required in connection with the Department payment of any transfer and gains taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 3.3 to the Wellsford Cornerstone Disclosure Letter, Letter or (B) as may be required under (yx) federal, state or local environmental laws, laws or (zy) the "blue sky" laws of various states, states to the extent applicable, applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Cornerstone or any Cornerstone Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Cornerstone Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Xxxxx Act, as amended, Wellsford Cornerstone confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford TriNet has the requisite corporate power and authority to enter into this Agreement and each Ancillary Agreement to which TriNet is a party and, subject to the requisite shareholder approval receipt of the Merger (the "Wellsford TriNet Shareholder Approvals")Approval, to consummate the transactions contemplated by this Agreement (including the Ancillary Agreements to which Wellsford TriNet is a party). The execution and delivery of this Agreement and any other agreement contemplated by Wellsford this Agreement (including the Ancillary Agreements to which TriNet is a party) by TriNet and the consummation by Wellsford TriNet of the transactions contemplated by this Agreement to which Wellsford is a party hereby and thereby have been duly authorized by all necessary corporate action on the part of WellsfordTriNet, subject to receipt of the Wellsford TriNet Shareholder ApprovalsApproval. This Agreement has and each Ancillary Agreement to which TriNet is a party have been duly executed and delivered by Wellsford TriNet and constitutes a constitute the valid and binding obligation obligations of Wellsford, TriNet enforceable against Wellsford TriNet in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating to affecting creditors' rights and remedies generally and to general principles of equity. (b) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the . The execution and delivery of this Agreement and each Ancillary Agreement to which TriNet is a party by Wellsford do TriNet does not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and thereby and compliance by Wellsford TriNet with the provisions of this Agreement and each Ancillary Agreement to which TriNet is a party does not and 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 TriNet or any Wellsford TriNet Subsidiary under, (i) the Amended and Restated Declaration charter or bylaws of Trust or the Amended and Restated Bylaws of Wellsford TriNet or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford TriNet Subsidiary, each as amended amended, restated 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, contract, franchise or license applicable to Wellsford TriNet or any Wellsford TriNet 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 TriNet, any Wellsford Subsidiary, TriNet Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have reasonably be expected to result in a Wellsford TriNet Material Adverse Effect or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementMerger. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental Entity"), is required by or with respect to Wellsford TriNet or any Wellsford TriNet Subsidiary in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which TriNet is a party or the other agreements contemplated by Wellsford this Agreement by TriNet or the consummation by Wellsford TriNet and the TriNet Subsidiaries of any of the other transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) a joint proxy statement relating to the approval by WellsfordTriNet's shareholders and EQRStarwood's shareholders of the transactions contemplated by this Agreement and, as to Starwood's shareholders, the Incorporation Merger Agreement and the Advisor Transaction Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) and a registration statements on appropriate forms under statement relating to the Securities Act issuance of 1933, as amended the Merger Consideration and the New Starwood Common Stock to be issued in the Advisor Transaction (the "Securities ActRegistration Statement"), and (y) such reports under Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing acceptance for record of the Articles of Merger for the Merger by the SDAT, (iii) such filings as may be required in connection with the Department payment of any Transfer and Gains Taxes (as defined below), and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to Section 3.1(d) of the Wellsford TriNet Disclosure Letter, Letter or (BA) as may be required under (yx) federal, state state, local or local foreign environmental laws, laws or (zy) the "blue sky" laws of various states, to the extent applicable, states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Wellsford TriNet from performing its obligations under this Agreement hereunder or thereunder in any material respect or havebe reasonably expected to result, individually or in the aggregate, in a Wellsford TriNet Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Merry Land has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval affirmative vote of at least a majority of the outstanding Merry Land Common Shares entitled to vote thereon to approve the Merger (the "Wellsford Merry Land Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford Merry Land or any Merry Land Subsidiary is a party. The execution and delivery of this Agreement by Wellsford Merry Land or any Merry Land Subsidiary and the consummation by Wellsford Merry Land of the transactions contemplated by this Agreement to which Wellsford Merry Land or any Merry Land Subsidiary is a party have been duly authorized by all necessary action on the part of WellsfordMerry Land or such Merry Land Subsidiary, subject to the Wellsford Merry Land Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford Merry Land and constitutes a valid and binding obligation of WellsfordMerry Land, enforceable against Wellsford Merry Land 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 2.5 to the Wellsford Merry Land Disclosure Letter, the execution and delivery of this Agreement by Wellsford Merry Land do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Merry Land or any Merry Land Subsidiary is a party and compliance by Wellsford Merry Land 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 Merry Land or any Wellsford Merry Land Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or the Amended and Restated Bylaws of Wellsford Merry Land or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Merry Land Subsidiary, in each case 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 Merry Land or any Wellsford Merry Land Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following A-6 169 sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to Wellsford Merry Land or any Wellsford Merry Land 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 would not (x) have a Wellsford Merry Land Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 2.5 to the Merry Land Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Merry Land or any Wellsford Merry Land Subsidiary in connection with the execution and delivery of this Agreement by Wellsford Merry Land or the consummation by Wellsford Merry Land of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by WellsfordMerry Land's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department Department, (iv) the filing of the Certificate of Merger with the Secretary of State, and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 2.5 to the Wellsford Merry Land Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Merry Land or any Merry Land Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Merry Land Material Adverse Effect. (c) Merry Land is making no representation or warranty in this Section 2.5 with respect to any matters or approvals required for any Alternative Merger. (d) For purposes of determining compliance with the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amendedamended (the "Hart-Xxxxx Xxx"), Wellsford Merry Land confirms that that, with the conduct exception of its business the Transferred Properties, the only real property owned by Merry Land consists solely of investing inoffice and residential properties and unproductive real property, owning and operating real estate for as such terms are used in the benefit of its shareholdersHart-Xxxxx Xxx.

Authority; Noncontravention; Consents. (a) Wellsford has Grove and Grove OP each have the requisite power and authority to enter into this Agreement and, subject (i) in Grove's case, to the requisite shareholder approval affirmative vote of holders of at least two-thirds of the outstanding Grove Common Shares entitled to vote thereon to approve the Company Merger (the "Wellsford Grove Shareholder Approvals") and (ii) in Grove OP's case, to the affirmative vote of holders of at least two-thirds of the outstanding Grove OP Units, including the Grove OP Units beneficially owned by Grove and the Grove Subsidiaries, to approve this Agreement and the transactions contemplated hereby (the "Grove Partner Approvals" and, together with the Grove Shareholder Approvals, the "Grove Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford Grove or Grove OP is a party. The execution and delivery of this Agreement by Wellsford Grove and Grove OP and the consummation by Wellsford Grove and Grove OP 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 WellsfordGrove or any Grove Subsidiary, subject to the Wellsford Shareholder Grove Approvals. This Agreement has been duly executed and delivered by Wellsford Grove and Grove OP and constitutes a valid and binding obligation of WellsfordGrove and Grove OP, enforceable against Wellsford Grove and Grove OP 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 2.5 to the Wellsford Grove Disclosure Letter, the execution and delivery of this Agreement by Wellsford Grove and Grove OP do not, and and, except as set forth in Schedule 2.5 or Schedule 2.30 to the Grove Disclosure Letter, the consummation of the transactions contemplated by this Agreement to which Wellsford is a party by Grove and Grove OP and compliance by Wellsford Grove and Grove OP 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 cancellation, forfeiture, obligation to sell or convey (with or without a right to receive consideration therefor) or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Wellsford Grove or any Wellsford Grove Subsidiary under, (i) the Amended and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford Grove or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Grove Subsidiary, in each case as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, employment or consulting agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford which Grove or any Wellsford Grove Subsidiary is a party or their respective properties or assets are bound 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 Grove or any Wellsford Grove 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 would not (x) have result in fees or other payments in excess of $250,000 or the conveyance or forfeiture of any asset (tangible or intangible) or right having a Wellsford Material Adverse Effect book value in excess of $250,000 or (y) prevent the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 2.5 to the Grove Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Grove or any Wellsford Grove Subsidiary in connection with the execution and delivery of this Agreement by Wellsford Grove or the consummation by Wellsford Grove of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement Grove Shareholder Approvals (as amended or supplemented from time to time, the "Proxy Statement"), ) and (y) registration statements on appropriate forms such reports under the Securities Act Section 13(a) of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest acceptance for record of the Surviving Trust to be issued in Company Articles of Merger by the MergerMaryland Department, (iii) the filing acceptance for record of the Articles Partnership Certificate of Merger with by the Department Delaware Secretary and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings, including, without limitation, any consents, approvals, orders, authorizations, registrations, declarations and filings required by the United States Department of Housing and Urban Development ("HUD"), the Massachusetts Housing Finance Authority ("MHFA") or similar agencies, (A) as are set forth in Schedule 2.4 2.5 to the Wellsford Grove Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Grove or any Grove Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Grove Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (the "Xxxx-Xxxxx Act"), Wellsford Grove confirms that the conduct of its business consists solely of investing in, owning and operating real estate for does not require a filing under the benefit of its shareholdersXxxx-Xxxxx Act in connection with the Mergers.

Authority; Noncontravention; Consents. (a) Wellsford Each of Cornerstone and Merger Sub 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"), and to consummate the transactions contemplated by this Agreement and each agreement to which Wellsford Cornerstone is a party, including, without limitation, the Newco Documents. The execution and delivery of this Agreement by Wellsford Cornerstone and Merger Sub and the consummation by Wellsford Cornerstone and Merger Sub of the transactions contemplated by this Agreement and each Newco Agreement to which Wellsford Cornerstone is a party have been duly authorized by all necessary action on the part of WellsfordCornerstone and Merger Sub, subject to the Wellsford Shareholder Approvalsrespectively. This Agreement has been duly executed and delivered by Wellsford Cornerstone and Merger Sub and constitutes a valid and binding obligation of WellsfordCornerstone and Merger Sub, enforceable against Wellsford each of Cornerstone and Merger Sub 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 3.3 to the Wellsford Cornerstone Disclosure Letter, the execution and delivery of this Agreement and the Newco Documents, as applicable, by Wellsford do Cornerstone and Merger Sub does not, and the consummation of the transactions contemplated by this Agreement and each agreement to which Wellsford Cornerstone is a party party, including, without limitation, the Newco Documents, and compliance by Wellsford Cornerstone with the provisions of this Agreement and the Newco Documents will not, conflict with, or result in any violation of, 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 Cornerstone or any Wellsford Cornerstone Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or the Amended and Restated Bylaws of Wellsford Cornerstone or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford other Cornerstone 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 Cornerstone or any Wellsford Cornerstone 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") Laws applicable to Wellsford Cornerstone or any Wellsford Subsidiary, Cornerstone 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 would not (x) have a Wellsford 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 federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford or any Wellsford Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.clause

Authority; Noncontravention; Consents. (ai) Wellsford Each of the Parent, the Merger Sub and the Parent Operating Partnership has the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to the requisite shareholder approval receipt of the Merger (the "Wellsford Parent Shareholder Approvals")Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which Wellsford it is a party. The execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership of this Agreement by Wellsford and each of the Ancillary Agreements to which it is a party and the consummation by Wellsford each of the Parent, the Merger Sub and the Parent Operating Partnership of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, limited liability company and limited partnership action, as applicable, on the part of the Parent, the Merger Sub and the Parent Operating Partnership and, except for (x) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate, limited liability company or limited partnership proceedings on the part of the Parent, the Merger Sub or the Parent Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Parent Shareholder Approval. Each of the Parent and the Parent Operating Partnership has duly executed and delivered this Agreement and each of the Ancillary Agreements to which it is a party and constitutes a legally valid and binding obligation of each of the Parent, the Merger Sub and the Parent Operating Partnership, enforceable against the Parent, the Merger Sub and the Parent Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (ii) The Parent Special Committee, at a meeting duly called and held, has, upon the unanimous vote of all its members, recommended that the Parent Board approve this Agreement and the Ancillary Agreements to which the Parent, the Merger Sub and the Parent Operating Partnership are a party and determined that the transactions contemplated hereby and thereby, including the Mergers and issuance of Parent Common Shares as part of the Merger Consideration, are advisable and in the best interests of the Parent. The Parent Board, at a meeting duly called and held, has, upon the unanimous recommendation of the Parent Special Committee, with Exxxxx X. Xxxx, Xx. having recused himself from voting, by unanimous vote of all of the independent directors serving on the Parent Board voting, (x) duly and validly authorized and approved the execution and delivery of this Agreement and the Ancillary Agreements to which the Parent, the Merger Sub and the Parent Operating Partnership are a party and determined that the transactions contemplated by this Agreement to which Wellsford is a party have been duly authorized by all necessary action on and the Ancillary Agreements, including the Mergers and issuance of Parent Common Shares as part of Wellsfordthe Merger Consideration, subject are advisable and in the best interests of the Parent and (y) directed that the Merger and the issuance of Parent Common Shares as part of the Merger Consideration be submitted to a vote by the Wellsford Shareholder ApprovalsParent’s shareholders with the Parent Board’s recommendation that the Parent’s shareholders approve the Merger and issuance of Parent Common Shares as part of the Merger Consideration. This Agreement As of the date hereof, the Parent Board has been duly executed not subsequently rescinded or modified, in any way, its determinations 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 equityapprovals discussed above. (biii) Except as set forth in on Schedule 2.4 to 3.2(d)(iii) of the Wellsford Parent Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by Wellsford each of the Parent, the Merger Sub and the Parent Operating Partnership do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and thereby and compliance by Wellsford it with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or require any consent, approval or notice 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 Encumbrance upon any of the properties or assets of Wellsford the Parent or any Wellsford Subsidiary of the Parent under, or result in the triggering of any payments pursuant to, (iA) 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 AgreementParent Organizational Documents, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease license agreement, Permit, Contract or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Wellsford the Parent or any Wellsford Subsidiary of the Parent or their respective properties or assets assets, or (iiiC) subject to compliance with the governmental filings and other matters referred to in the following sentenceSection 3.1(d)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to Wellsford the Parent or any Wellsford SubsidiarySubsidiary of the Parent, or their respective properties or assets, other than, in the case of clause (iiB) or (iiiC), any such conflicts, violations, defaults, rightsrights or Encumbrances that would not, loss or Liens that individually or in the aggregate would not (x) aggregate, have a Wellsford Parent Material Adverse Effect or Effect. (yiv) prevent the consummation of the transactions contemplated by this Agreement. No material consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford the Parent or any Wellsford Subsidiary of the Parent in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by Wellsford the Parent, the Merger Sub or the Parent Operating Partnership or the consummation by Wellsford any of the Parent, the Merger Sub or the Parent Operating Partnership of any of the transactions contemplated by this Agreementhereby and thereby, except for (iA) the filing filings with the Securities and Exchange Commission (the "SEC") SEC of (x1) a joint proxy statement the Form S-4 relating to the approval by Wellsford's shareholders and EQR's shareholders issuance of the transactions contemplated by this Agreement (as amended or supplemented from time to time, Merger Consideration and the "Proxy Statement")declaration of effectiveness of the Form S-4, (y2) registration statements on appropriate forms under the Securities Act of 1933, as amended (preliminary and definitive Joint Proxy Statement relating to the "Securities Act"), and Parent Shareholder Meeting for the Securities Exchange Act of 1934, as amended (the "Exchange Act")Parent Shareholder Approval, and (z3) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement Agreement, the Mergers and the other transactions contemplated by this Agreement, (iiB) the filing of listing applications Articles of Merger with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the MergerSDAT, (iiiC) the filing of the Articles Certificate of Merger with the Department Delaware Secretary, (D) such filings with Governmental Entities to satisfy the applicable requirements of the Laws of states in which the Parent and any Subsidiary of the Parent are qualified or licensed to do business, as set forth on Schedule 3.2(d)(iv) of the Parent Disclosure Letter, (E) approval from the NYSE authorizing the listing of the Parent Common Shares to be issued pursuant to Merger, and (ivF) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A1) as are set forth in on Schedule 2.4 to 3.2(d)(iv) of the Wellsford Parent Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Letter or (z) the "blue sky" laws of various states, to the extent applicable, or (C2) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or reasonably be expected to have, individually or in the aggregate, a Wellsford Parent Material Adverse Effect. (cv) For purposes of determining compliance The Parent Common Shares to be issued in exchange for the Company Shares in the Merger, when issued in accordance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act terms of 1976this Agreement, as amendedwill be duly authorized, Wellsford confirms that validly issued, fully paid and nonassessable, with no personal Liability attaching to the conduct of its business consists solely of investing in, owning ownership thereof and operating real estate for the benefit of its shareholderssubject to no preemptive rights.

Authority; Noncontravention; Consents. (a) Wellsford Merry Land has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval affirmative vote of at least a majority of the outstanding Merry Land Common Shares entitled to vote thereon to approve the Merger (the "Wellsford Merry Land Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford Merry Land or any Merry Land Subsidiary is a party. The execution and delivery of this Agreement by Wellsford Merry Land or any Merry Land Subsidiary and the consummation by Wellsford Merry Land of the transactions contemplated by this Agreement to which Wellsford Merry Land or any Merry Land Subsidiary is a party have been duly authorized by all necessary action on the part of WellsfordMerry Land or such Merry Land Subsidiary, subject to the Wellsford Merry Land Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford Merry Land and constitutes a valid and binding obligation of WellsfordMerry Land, enforceable against Wellsford Merry Land 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 2.5 to the Wellsford Merry Land Disclosure Letter, the execution and delivery of this Agreement by Wellsford Merry Land do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Merry Land or any Merry Land Subsidiary is a party and compliance by Wellsford Merry Land 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 Merry Land or any Wellsford Merry Land Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or the Amended and Restated Bylaws of Wellsford Merry Land or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Merry Land Subsidiary, in each case 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 Merry Land or any Wellsford Merry Land 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 Merry Land or any Wellsford Merry Land 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 would not (x) have a Wellsford Merry Land Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 2.5 to the Merry Land Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Merry Land or any Wellsford Merry Land Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.and

Authority; Noncontravention; Consents. (a) Wellsford On or prior to the date of this Agreement, the Board of Directors of Ocwen has adopted this Agreement, has recommended approval of this Agreement to its shareholders and has directed that this Agreement be submitted to Ocwen's shareholders for approval, all in accordance with the VSCA. Ocwen has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger Merger, this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of the Ocwen Common Shares (the "Wellsford Ocwen Common Shareholder ApprovalsApproval"), to consummate the Merger and the other transactions contemplated by this Agreement to which Wellsford is a partyAgreement. The execution and delivery of this Agreement by Wellsford Ocwen and the consummation by Wellsford Ocwen of the transactions contemplated by this Agreement to which Wellsford is a party hereby have been duly authorized by all necessary corporate action on the part of WellsfordOcwen, subject to receipt of the Wellsford Ocwen Common Shareholder ApprovalsApproval. This Agreement has been duly executed and delivered by Wellsford Ocwen and constitutes a valid and binding obligation of WellsfordOcwen, enforceable against Wellsford Ocwen in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. . The filing of the Proxy Statement/Prospectus (bas defined below) with the SEC has been duly authorized by Ocwen's Board of Directors. Except as set forth in Schedule 2.4 3.1(c) to the Wellsford Ocwen Disclosure Letter, the execution and delivery of this Agreement by Wellsford Ocwen do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and compliance by Wellsford Ocwen 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 Ocwen or any Wellsford Ocwen Subsidiary under, (i) the Amended and Restated Declaration charter or by-laws of Trust or the Amended and Restated Bylaws of Wellsford Ocwen or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Ocwen 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 Ocwen or any Wellsford Ocwen 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 Ocwen or any Wellsford Ocwen Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have a Wellsford an Ocwen Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated by this Agreementhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental Entity"), is required by or with respect to Wellsford Ocwen or any Wellsford Ocwen Subsidiary in connection with the execution and delivery of this Agreement by Wellsford Ocwen or the consummation by Wellsford Ocwen of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's Ocwen shareholders of the Merger and the other transactions contemplated by this Agreement hereby (as amended or supplemented from time to time, the "Proxy Statement"), ) and (y) registration statements on appropriate forms such reports under the Securities Act Section 13(a) of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the filing of a notice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xx xxx xx xxxxired in connection with this Agxxxxxxx, xxx Xxxxxx and the other transactions contemplated by this Agreement, (ziii) such reports under Section 13(a) of the Exchange Act filings as may be required in connection with this Agreement the payment of any Transfer and the transactions contemplated by this AgreementGains Taxes (as defined herein), (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 3.1(c) to the Wellsford Ocwen Disclosure Letter, Letter or (B) as may be required under (y) federal, state state, local or local environmental laws, or foreign Environmental Laws (zas defined herein) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the Merger or the other transactions contemplated by this Agreement hereby or otherwise prevent Wellsford Ocwen from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford an Ocwen Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Camden and Camden Sub has the requisite corporate power and authority to enter into this Agreement andAgreement, and subject to the requisite shareholder approval of this Agreement by the vote of the holders of the Camden Stock required to approve this Agreement and the transactions contemplated hereby (including, without limitation, the issuance of Camden Common Stock in connection with the Merger (the "Wellsford Camden Shareholder Approvals" and, together with the Company Shareholder Approvals, the "Shareholder Approvals"), ) to consummate the transactions contemplated by this Agreement to which Wellsford Camden or Camden Sub (as the case may be) is a party. The execution and delivery of this Agreement by Wellsford each of Camden and Camden Sub and the consummation by Wellsford each of Camden and Camden Sub of the transactions contemplated by this Agreement to which Wellsford Camden or Camden Sub (as the case may) is a party have been duly authorized by all necessary corporate action on the part of Wellsfordeach of Camden and Camden Sub, subject to approval of this Agreement pursuant to the Wellsford Camden Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford each of Camden and Camden Sub and constitutes a valid and binding obligation of Wellsfordeach of Camden and Camden Sub, enforceable against Wellsford each of Camden and Camden Sub 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 3.2(d) to the Wellsford Camden Disclosure Letter, the execution and delivery of this Agreement by Wellsford each of Camden and Camden Sub do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Camden or Camden Sub (as the case may be) is a party and compliance by Wellsford each of Camden and Camden Sub 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 Camden, Camden Sub, or any Wellsford other Camden Subsidiary under, (i) the Amended and Restated Declaration of Trust Trust, Articles of Incorporation or By-laws (as the Amended case may be) of Camden and Restated Bylaws of Wellsford Camden Sub or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiary, other Camden 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 Camden, Camden Sub or any Wellsford other Camden 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") Laws applicable to Wellsford Camden, Camden Sub or any Wellsford Subsidiary, other Camden Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have a Wellsford Camden Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Camden, Camden Sub or any Wellsford Camden Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford Camden or Camden Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing by any person in connection with any of the Transactions of a pre-merger notification and report form under the HSR Act to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) the Proxy Statement and a joint proxy registration statement relating to on Form S-4 (or other appropriate form) in connection with the approval by Wellsford's shareholders and EQR's shareholders registration of the transactions contemplated by this Agreement (as amended or supplemented from time to time, Camden Common Stock constituting the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended Merger Consideration (the "Securities ActRegistration Statement"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) and (zy) such reports under Section 13(a13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department SDAT and the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 3.2(d) to the Wellsford Camden Disclosure Letter, Letter or (BA) as may be required under (yx) federal, state or local environmental laws, laws or (zy) the "blue sky" laws of various states, to the extent applicable, states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Camden or Camden Sub from performing its their respective obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Camden Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Camden and Camden Sub has the requisite corporate power and authority to enter into this Agreement andAgreement, and subject to the requisite shareholder approval of this Agreement by the vote of the holders of the Camden Stock required to approve this Agreement and the transactions contemplated hereby (including, without limitation, the issuance of Camden Common Stock in connection with the Merger (the "Wellsford CAMDEN SHAREHOLDER APPROVALS" and, together with the Company Shareholder Approvals, the "), SHAREHOLDER APPROVALS") to consummate the transactions contemplated by this Agreement to which Wellsford Camden or Camden Sub (as the case may be) is a party. The execution and delivery of this Agreement by Wellsford each of Camden and Camden Sub and the consummation by Wellsford each of Camden and Camden Sub of the transactions contemplated by this Agreement to which Wellsford Camden or Camden Sub (as the case may) is a party have been duly authorized by all necessary corporate action on the part of Wellsfordeach of Camden and Camden Sub, subject to approval of this Agreement pursuant to the Wellsford Camden Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford each of Camden and Camden Sub and constitutes a valid and binding obligation of Wellsfordeach of Camden and Camden Sub, enforceable against Wellsford each of Camden and Camden Sub 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 SCHEDULE 3.2(d) to the Wellsford Camden Disclosure Letter, the execution and delivery of this Agreement by Wellsford each of Camden and Camden Sub do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Camden or Camden Sub (as the case may be) is a party and compliance by Wellsford each of Camden and Camden Sub 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 Camden, Camden Sub, or any Wellsford other Camden Subsidiary under, (i) the Amended and Restated Declaration of Trust Trust, Articles of Incorporation or By-laws (as the Amended case may be) of Camden and Restated Bylaws of Wellsford Camden Sub or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiary, other Camden 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 Camden, Camden Sub or any Wellsford other Camden 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") Laws applicable to Wellsford Camden, Camden Sub or any Wellsford Subsidiary, other Camden Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have a Wellsford Camden Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Camden, Camden Sub or any Wellsford Camden Subsidiary in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford Camden or Camden Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing by any person in connection with any of the Transactions of a pre-merger notification and report form under the HSR Act to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) the Proxy Statement and a joint proxy registration statement relating to on Form S-4 (or other appropriate form) in connection with the approval by Wellsford's shareholders and EQR's shareholders registration of the transactions contemplated by this Agreement (as amended or supplemented from time to time, Camden Common Stock constituting the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended Merger Consideration (the "Securities ActREGISTRATION STATEMENT"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) and (zy) such reports under Section 13(a13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department SDAT and the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 SCHEDULE 3.2(d) to the Wellsford Camden Disclosure Letter, Letter or (BA) as may be required under (yx) federal, state or local environmental laws, laws or (zy) the "blue sky" laws of various states, to the extent applicable, states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Camden or Camden Sub from performing its their respective obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Camden Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Each of Seller General Partner and Seller Partnership has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals")Seller Partner Approval, to consummate the transactions contemplated by this Agreement to which Wellsford it is a party. The execution and delivery of this Agreement by Wellsford Seller General Partner and Seller Partnership and the consummation by Wellsford Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which Wellsford Seller General Partner and/or Seller Partnership is a party have been duly authorized by all necessary corporate or limited partnership action on the part of WellsfordSeller General Partner and Seller Partnership, except for and subject to the Wellsford Shareholder ApprovalsSeller Partner Approval. This Agreement has been duly executed and delivered by Wellsford Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of Wellsfordeach of Seller General Partner and Seller Partnership, enforceable against Wellsford each of Seller General Partner and Seller Partnership in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws 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 The execution and delivery of this Agreement by Wellsford do each of Seller General Partner and Seller Partnership does not, and the consummation of the transactions contemplated by this Agreement to which Wellsford it is a party and compliance by Wellsford it with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership or any Wellsford Subsidiary of their Subsidiaries under, (i) the Amended and Restated Declaration Certificate of Trust Incorporation or the Amended and Restated Bylaws of Wellsford By-laws or the comparable charter certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any Wellsford Subsidiaryof their Subsidiaries, each as amended or supplemented to the date of this Agreementhereof, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford Seller General Partner, Seller Partnership or any Wellsford Subsidiary of their Subsidiaries 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 Seller General Partner, Seller Partnership or any Wellsford Subsidiaryof their Subsidiaries, or their respective properties or assets, other than, in the case of clause (ii) (other than such items relating to the incurrence of indebtedness) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Wellsford Seller Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Seller General Partner, Seller Partnership or any Wellsford Subsidiary of their Subsidiaries in connection with the execution and delivery of this Agreement by Wellsford or the consummation by Wellsford Seller General Partner or Seller Partnership of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Securities and Exchange Commission (the "SEC") Secretary of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders State of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement")State of Delaware, (yii) registration statements on appropriate forms any filings required under the Securities Act of 1933Hart-Scott- Rodino Antitrust Imprxxxxxxxx Xct xx 0076, as amended (the "Securities HSR Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger a Form D with the Department SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 2.5 to the Wellsford Seller Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Laws or (z) the "blue sky" laws of various states, to the extent applicable, applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford or delay beyond December 31, 1999 Seller from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Seller Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (aA) Wellsford Such Company has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval Shareholder Approval of the Merger (the "Wellsford Shareholder Approvals"), such Company to consummate the Merger to which it is a party and the other transactions contemplated by this Agreement to which Wellsford is a partyAgreement. The execution and delivery of this Agreement by Wellsford such Company and the consummation by Wellsford such Company of the transactions contemplated by this Agreement to which Wellsford is a party hereby have been duly authorized by all necessary corporate action on the part of Wellsfordsuch Company and no other corporate proceedings on the part of such Company are necessary to authorize this Agreement or to consummate such transactions, subject to receipt of the Wellsford Shareholder ApprovalsApproval of such Company. This Agreement has been duly executed and delivered by Wellsford such Company and constitutes a valid and binding obligation obligations of Wellsfordsuch Company, enforceable against Wellsford it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity, whether considered in a proceeding at law or in equity. (bB) Except as set forth in Schedule 2.4 to The Special Committee of such Company, at a meeting duly called and held, has by unanimous vote of all its members recommended that the Wellsford Disclosure LetterBoard of Directors of such Company approve and adopt this Agreement, the applicable Plan of Merger and the Ancillary Agreements to which such Company is a party and determined that the transactions contemplated hereby, including the Mergers, are advisable and in the best interests of, the shareholders of such Company. The Board of Directors of such Company, based on the unanimous recommendation of the Special Committee, has (i) determined that the transactions contemplated by this Agreement are advisable, and in the best interests of such Company and the shareholders of such Company, and (ii) approved and adopted this Agreement, the applicable Plan of Merger and the Ancillary Agreements to which such Company is a party and the transactions contemplated hereby and thereby, including the Mergers, and directed that this Agreement and the applicable Plan of Merger be submitted to a vote by such Company’s shareholders. The Board of Directors of such Company has not subsequently rescinded or modified, in any way, its determinations and approvals discussed above. (ii) The execution and delivery of this Agreement by Wellsford such Company do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and compliance by Wellsford it with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or require any consent, approval or notice 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 such Company or any Wellsford Subsidiary of such Company under, or result in the triggering of any payments pursuant to, (iA) the Amended and Restated Declaration Organizational Documents 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 Agreementsuch Company, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease license agreement, Permit or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Wellsford such Company or any Wellsford Subsidiary of such Company or their respective properties or assets or assets, (iiiC) 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") Laws applicable to Wellsford such Company or any Wellsford SubsidiarySubsidiary of such Company, or their respective properties or assets, other than, in the case of clause (iiB) or (iiiC), any such conflicts, violations, defaults, rights, loss rights or Liens that that, individually or in the aggregate would not (x1) have a Wellsford Material Adverse Effect on such Company or (y2) reasonably be expected to otherwise prevent the consummation of such Company from performing its obligations under this Agreement or the transactions contemplated by this Agreement. hereby. (iii) No material consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission commission, governmental arbitrator or other governmental authority authority, instrumentality or agency, domestic or foreign (a "“Governmental Entity"”), is required by or with respect to Wellsford such Company or any Wellsford Subsidiary of such Company in connection with the execution and delivery of this Agreement by Wellsford such Company or the consummation by Wellsford it of any of the transactions contemplated by this Agreementhereby and thereby, except for (iA) the filing filings with the Securities and Exchange Commission (the "“SEC"”) of (x1) a joint proxy statement the preliminary and definitive Proxy Statement/Prospectus relating to the approval by Wellsford's shareholders Shareholder Meeting for the Shareholder Approval of such Company and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y2) registration statements on appropriate forms such reports under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement Agreement, the Merger to which such Company is a party and the other transactions contemplated by this Agreement, (iiB) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger for the Merger to which such Company is a party with the Department State Corporation Commission of the Commonwealth of Virginia, (C) such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which such Company and any Subsidiary of such Company are qualified or licensed to do business, as set forth on Schedule 3.1(d)(iii) of the Disclosure Letter of such Company and (ivD) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A1) as are set forth in on Schedule 2.4 to 3.1(d)(iii) of the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Letter of such Company or (z) the "blue sky" laws of various states, to the extent applicable, or (C2) which, if not obtained or made, would not reasonably be expected to prevent or delay in any material respect the consummation of any of such Merger or the other transactions contemplated by this Agreement hereby or otherwise prevent Wellsford such Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effectrespect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (ai) Wellsford Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval receipt of the Merger (the "Wellsford Parent Shareholder Approvals")Approval, to consummate the Merger and the other transactions contemplated by this Agreement to which Wellsford is a partyAgreement. The execution and delivery of this Agreement by Wellsford Parent and Merger Sub and the consummation by Wellsford Parent and Merger Sub of the transactions contemplated by this Agreement to which Wellsford is a party hereby have been duly authorized by all necessary corporate action on the part of Wellsfordthe Parent and Merger Sub and, except for the filing of the Articles of Merger with the State Corporation Commission of the Commonwealth of Virginia, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate such transactions, subject to receipt of the Wellsford Parent Shareholder ApprovalsApproval. This Agreement has been duly executed and delivered by Wellsford each of Parent and Merger Sub and constitutes a valid and binding obligation obligations of Wellsfordeach of Parent and Merger Sub, enforceable against Wellsford it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws Laws relating to creditors' ’ rights and general principles of equity, whether considered in a proceeding at law or in equity. (bii) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the The execution and delivery of this Agreement by Wellsford Parent and Merger Sub do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and compliance by Wellsford it with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or require any consent, approval or notice 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 Parent or any Wellsford Subsidiary of Parent under, or result in the triggering of any payments pursuant to, (iA) 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 AgreementParent Organizational Documents, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease license agreement, Permit or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Wellsford Parent or any Wellsford Subsidiary of Parent or their respective properties or assets or assets, (iiiC) subject to the governmental filings and other matters referred to in the following sentenceSection 3.2(c)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to Wellsford Parent or any Wellsford SubsidiarySubsidiary of Parent, or their respective properties or assets, other than, in the case of clause (iiB) or (iiiC), any such conflicts, violations, defaults, rights, loss rights or Liens that would not, individually or in the aggregate would not (x) aggregate, have a Wellsford Parent Material Adverse Effect or Effect. (yiii) prevent the consummation of the transactions contemplated by this Agreement. No material consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Parent or any Wellsford Subsidiary of Parent in connection with the execution and delivery of this Agreement by Wellsford Parent or Merger Sub or the consummation by Wellsford Parent or Merger Sub of any of the transactions contemplated by this Agreementhereby, except for (iA) the filing filings with the Securities and Exchange Commission (the "SEC") SEC of (x1) a joint proxy statement the Form S-4 relating to the approval by Wellsford's shareholders and EQR's shareholders issuance of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement")Merger Consideration, (y2) registration statements on appropriate forms under the Securities Act of 1933, as amended (preliminary and definitive Joint Proxy Statement relating to the "Securities Act"), and Parent Shareholder Meeting for the Securities Exchange Act of 1934, as amended (the "Exchange Act")Parent Shareholder Approval, and (z3) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement, (iiB) as may be required under the filing rules and regulations of listing applications with the New York Stock Exchange Inc. ("“NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger”), (iiiC) the filing of the Articles of Merger with the Department State Corporation Commission of the Commonwealth of Virginia, (D) such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Parent and any Subsidiary of Parent are qualified or licensed to do business, as set forth on Schedule 3.2(c)(iii) of the Parent Disclosure Letter and (ivE) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A1) as are set forth in on Schedule 2.4 to 3.2(c)(iii) of the Wellsford Parent Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Letter or (z) the "blue sky" laws of various states, to the extent applicable, or (C2) which, if not obtained or made, would not reasonably be expected to prevent or delay in any material respect the consummation of any of the Merger or the other transactions contemplated by this Agreement hereby or otherwise prevent Wellsford Parent from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effectrespect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (ai) Wellsford Each of Buyer and Acquisition Sub has the requisite power and authority to enter into this Agreement and, subject to adoption of this Agreement by Buyer as the requisite sole shareholder approval of the Merger Acquisition Sub (the "Wellsford Shareholder Approvals"“Requisite Buyer Vote”), to consummate the transactions contemplated by this Agreement to which Wellsford is a partyMerger and the other Contemplated Transactions. The execution and delivery of this Agreement by Wellsford Buyer and Acquisition Sub and the consummation by Wellsford Buyer and Acquisition Sub of the transactions contemplated by this Agreement to which Wellsford is a party Contemplated Transactions have been duly authorized by all necessary action on the part of WellsfordBuyer and Acquisition Sub and no other proceedings on the part of Buyer or Acquisition Sub are necessary to authorize this Agreement or consummate such transactions, subject to receipt of the Wellsford Shareholder ApprovalsRequisite Buyer Vote, which will occur immediately following the execution of this Agreement. This Agreement has been duly executed and delivered by Wellsford Buyer and Acquisition Sub and constitutes a valid and binding obligation obligations of WellsfordBuyer and Acquisition Sub, enforceable against Wellsford Buyer and Acquisition Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity, whether considered in a proceeding at law or in equity. (bii) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the The execution and delivery of this Agreement by Wellsford Buyer and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party Contemplated Transactions and compliance by Wellsford Buyer and Acquisition Sub 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, under (iA) the Amended certificate of formation, partnership agreement and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford or the comparable charter or other organizational documents or partnership or similar agreement (as the case may be) of any Wellsford SubsidiaryBuyer and Acquisition Sub, each as amended or supplemented to the date of this Agreement, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease license agreement or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Wellsford Buyer or any Wellsford Subsidiary Acquisition Sub or their respective properties or assets or (iiiC) subject to the governmental filings and other matters referred to in the following sentenceclause (iii) of this Section 3.2(b), any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to Wellsford Buyer or any Wellsford Subsidiary, Acquisition Sub or their respective properties or assets, other than, in the case of clause (iiB) or (iiiC), any such conflicts, violations, defaults, rights, loss rights or Liens that that, individually or in the aggregate aggregate, would not (x) have a Wellsford Buyer Material Adverse Effect or Effect. (yiii) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Buyer or any Wellsford Subsidiary Acquisition Sub in connection with the execution and or delivery of this Agreement by Wellsford Buyer or Acquisition Sub or the consummation by Wellsford Buyer or Acquisition Sub of any of the transactions contemplated by this AgreementContemplated Transactions, except for (iA) the filing filings with the Securities and Exchange Commission (the "SEC") SEC of (x) a joint proxy statement relating to the approval by Wellsford's shareholders Form S-4 and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act Securities Act, as may be required in connection with this Agreement Agreement, the Merger and the transactions contemplated by this Agreementother Contemplated Transactions, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iiiB) the filing of the Articles of Merger with with, and the Department issuance of a certificate of merger by, the State Corporation Commission of the Commonwealth of Virginia, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any filing of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse Effect. (c) For purposes Certificate of determining compliance Merger with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Secretary of 1976, as amended, Wellsford confirms that State of the conduct State of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholdersDelaware.

Authority; Noncontravention; Consents. (a) Wellsford TriNet has the requisite corporate power and authority to enter into this Agreement and each Ancillary Agreement to which TriNet is a party and, subject to the requisite shareholder approval receipt of the Merger (the "Wellsford TriNet Shareholder Approvals")Approval, to consummate the transactions contemplated by this Agreement (including the Ancillary Agreements to which Wellsford TriNet is a party). The execution and delivery of this Agreement and any other agreement contemplated by Wellsford this Agreement (including the Ancillary Agreements to which TriNet is a party) by TriNet and the consummation by Wellsford TriNet of the transactions contemplated by this Agreement to which Wellsford is a party hereby and thereby have been duly authorized by all necessary corporate action on the part of WellsfordTriNet, subject to receipt of the Wellsford TriNet Shareholder ApprovalsApproval. This Agreement has and each Ancillary Agreement to which TriNet is a party have been duly executed and delivered by Wellsford TriNet and constitutes a constitute the valid and binding obligation obligations of Wellsford, TriNet enforceable against Wellsford TriNet in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating to affecting creditors' rights and remedies generally and to general principles of equity. (b) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the . The execution and delivery of this Agreement and each Ancillary Agreement to which TriNet is a party by Wellsford do TriNet does not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and thereby and compliance by Wellsford TriNet with the provisions of this Agreement and each Ancillary Agreement to which TriNet is a party does not and 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 TriNet or any Wellsford TriNet Subsidiary under, (i) the Amended and Restated Declaration charter or bylaws of Trust or the Amended and Restated Bylaws of Wellsford TriNet or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford TriNet Subsidiary, each as amended amended, restated 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, contract, franchise or license applicable to Wellsford TriNet or any Wellsford TriNet 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, "LawsLAWS") applicable to Wellsford or TriNet, any Wellsford Subsidiary, TriNet Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have reasonably be expected to result in a Wellsford TriNet Material Adverse Effect or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementMerger. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental EntityGOVERNMENTAL ENTITY"), is required by or with respect to Wellsford TriNet or any Wellsford TriNet Subsidiary in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which TriNet is a party or the other agreements contemplated by Wellsford this Agreement by TriNet or the consummation by Wellsford TriNet and the TriNet Subsidiaries of any of the other transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) a joint proxy statement relating to the approval by WellsfordTriNet's shareholders and EQRStarwood's shareholders of the transactions contemplated by this Agreement and, as to Starwood's shareholders, the Incorporation Merger Agreement and the Advisor Transaction Agreement (as amended or supplemented from time to time, the "Proxy StatementPROXY STATEMENT"), (y) and a registration statements on appropriate forms under statement relating to the Securities Act issuance of 1933, as amended the Merger Consideration and the New Starwood Common Stock to be issued in the Advisor Transaction (the "Securities ActREGISTRATION STATEMENT"), and (y) such reports under Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing acceptance for record of the Articles of Merger for the Merger by the SDAT, (iii) such filings as may be required in connection with the Department payment of any Transfer and Gains Taxes (as defined below), and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to Section 3.1(d) of the Wellsford TriNet Disclosure Letter, Letter or (BA) as may be required under (yx) federal, state state, local or local foreign environmental laws, laws or (zy) the "blue sky" laws of various states, to the extent applicable, states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Wellsford TriNet from performing its obligations under this Agreement hereunder or thereunder in any material respect or havebe reasonably expected to result, individually or in the aggregate, in a Wellsford TriNet Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Wellsford Lexford has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval affirmative vote of holders of at least a majority of the outstanding Lexford Common Shares entitled to vote thereon to approve the Merger (the "Wellsford Lexford Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford Lexford is a party. The execution and delivery of this Agreement by Wellsford Lexford and the consummation by Wellsford Lexford 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 WellsfordLexford or any Lexford Subsidiary, subject to the Wellsford Lexford Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford Lexford and constitutes a valid and binding obligation of WellsfordLexford, enforceable against Wellsford Lexford 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 2.5 to the Wellsford Lexford Disclosure Letter, the execution and delivery of this Agreement by Wellsford Lexford do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party by Lexford and compliance by Wellsford Lexford 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 Lexford or any Wellsford Lexford Subsidiary under, (i) the Amended and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford Lexford or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Lexford Subsidiary, in each case 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 which Lexford or any Wellsford Lexford Subsidiary is a party or their respective properties or assets are bound 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 Lexford or any Wellsford Lexford 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 would not (x) have a Wellsford Lexford Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 2.5 to the Lexford Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford Lexford or any Wellsford Lexford Subsidiary in connection with the execution and delivery of this Agreement by Wellsford Lexford or the consummation by Wellsford Lexford of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by WellsfordLexford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), ) and (y) registration statements on appropriate forms such reports under the Securities Act Section 13(a) of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing acceptance for record of the Articles of Merger with by the Department Department, and (iviii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 2.5 to the Wellsford Lexford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Lexford or any Lexford Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Lexford Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (the "Xxxx-Xxxxx Act"), Wellsford Lexford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for does not require a filing under the benefit of its shareholdersXxxx-Xxxxx Act in connection with the Merger.

Authority; Noncontravention; Consents. (a) Wellsford has Acquiror and MSub have the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals"), and to consummate the transactions contemplated by this Agreement to which Wellsford Acquiror, MSub or any Acquiror Subsidiary is a party. The execution and delivery of this Agreement by Wellsford Acquiror, MSub or any Acquiror Subsidiary and the consummation by Wellsford Acquiror and MSub of the transactions contemplated by this Agreement to which Wellsford Acquiror, MSub or any Acquiror Subsidiary is a party have been duly authorized by all necessary action on the part of WellsfordAcquiror, subject to the Wellsford Shareholder ApprovalsMSub or such Acquiror Subsidiary. This Agreement has been duly executed and delivered by Wellsford Acquiror and MSub and constitutes a valid and binding obligation of WellsfordAcquiror and MSub, enforceable against Wellsford Acquiror and MSub 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 Letter3.4, the execution and delivery of this Agreement by Wellsford do Acquiror and MSub does not, and the consummation of the transactions contemplated by this Agreement to which Wellsford Acquiror, MSub or any Acquiror Subsidiary is a party and compliance by Wellsford Acquiror and MSub 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 Acquiror or any Wellsford Acquiror Subsidiary under, (i) the Amended and Restated Declaration Articles of Trust Incorporation or the Amended and Restated Bylaws Acquiror Bylaws, the MSub articles of Wellsford incorporation or the MSub bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Acquiror Subsidiary, in each case 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 Acquiror, MSub or any Wellsford Acquiror 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") Laws applicable to Wellsford Acquiror, MSub or any Wellsford Acquiror 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 would not (x) have a Wellsford an Acquiror Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 3.4, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Acquiror, MSub or any Wellsford Acquiror Subsidiary in connection with the execution and delivery of this Agreement by Wellsford Acquiror or the consummation by Wellsford Acquiror and MSub of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") SEC of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") NYSE and PCX with respect to the shares of beneficial interest of the Surviving Trust Acquiror Common Shares to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department Department, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter3.4, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford Acquiror, MSub or any Acquiror Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford an Acquiror Material Adverse Effect. (c) For purposes of determining compliance with the XxxxHart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Scott Act, as amended, Wellsford Acquiror confirms that it conducts its businexx xx xxxxrdance with the conduct requirements of its business consists solely Section 856 of investing in, owning and operating real estate for the benefit of its shareholdersCode.

Authority; Noncontravention; Consents. (ai) Wellsford Down REIT, has the requisite partnership power and authority (i) to enter into this Agreement andall documents contemplated hereunder to be entered into by Down REIT, subject (ii) to the requisite shareholder approval of the Merger perform its obligations hereunder and thereunder, and (the "Wellsford Shareholder Approvals"), iii) to consummate the Transfer and the other transactions contemplated by this Agreement hereunder and thereunder applicable to which Wellsford is a partyDown REIT. The execution and delivery by Down REIT of this Agreement all documents contemplated hereunder to be entered into by Wellsford Down REIT and the consummation by Wellsford it of the transactions contemplated by this Agreement hereunder and thereunder, applicable to which Wellsford is a party Down REIT, have been duly authorized by all necessary action partnership action, and no other partnership proceedings on the part of WellsfordDown REIT or its partners are necessary to authorize any of the foregoing, subject except for obtaining the approval of the Down REIT's board of directors and the General Partner's approval. All documents contemplated hereunder to the Wellsford Shareholder Approvals. This Agreement has been be executed by Down REIT when executed and delivered will have been, duly executed and delivered by Wellsford Down REIT and constitutes a constitute the valid and binding obligation of WellsfordDown REIT, enforceable against Wellsford Down REIT in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and general principles or articles of equityincorporation or by laws. (bii) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the The execution and delivery by Down REIT of this Agreement all documents contemplated hereunder to be entered into by Wellsford Down REIT do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereunder and thereunder and compliance by Wellsford Down REIT with the provisions of this Agreement 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 penalty, or 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 Down REIT under, (i) subject to the Amended and Restated Declaration consent of Trust the General Partner, its limited partnership agreement or the Amended and Restated Bylaws of Wellsford or the comparable charter or organizational documents or limited partnership or similar agreement (as the case may be) of any Wellsford Subsidiarycertificate, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to Wellsford Down REIT or any Wellsford Subsidiary or their its respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentencesubsection (c) below, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to Wellsford Down REIT or any Wellsford Subsidiary, or their its respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate aggregate, would not reasonably be expected to (xA) have a Wellsford Material Adverse Effect impair or (y) prevent interfere in any material respect with the consummation of the Transfer or any other transactions contemplated by this Agreement. Agreement or in the documents contemplated to be executed hereunder, or otherwise prevent Down REIT from performing its obligations hereunder in any material respect or (B) have a material adverse effect on Panther and its Subsidiaries taken as a whole. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford or any Wellsford Subsidiary Down REIT in connection with the execution and delivery by Down REIT of this Agreement all documents contemplated hereunder to be entered into by Wellsford Down REIT to which it is a party or the consummation by Wellsford Down REIT of any of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B5.7(b)(iii) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement Disclosure Schedule and assuming each of the representations and warranties in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse EffectSection 4.17 (Investment Representations) are true and correct. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (ai) Wellsford Each of the Parent, the Merger Sub and the Parent Operating Partnership has the requisite corporate, limited liability company or limited partnership power and authority authority, as applicable, to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to the requisite shareholder approval receipt of the Merger (the "Wellsford Parent Shareholder Approvals")Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which Wellsford it is a party. The execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership of this Agreement by Wellsford and each of the Ancillary Agreements to which it is a party and the consummation by Wellsford each of the Parent, the Merger Sub and the Parent Operating Partnership of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, limited liability company and limited partnership action, as applicable, on the part of the Parent, the Merger Sub and the Parent Operating Partnership and, except for (x) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate, limited liability company or limited partnership proceedings on the part of the Parent, the Merger Sub or the Parent Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Parent Shareholder Approval. Each of the Parent and the Parent Operating Partnership has duly executed and delivered this Agreement and each of the Ancillary Agreements to which it is a party and constitutes a legally valid and binding obligation of each of the Parent, the Merger Sub and the Parent Operating Partnership, enforceable against the Parent, the Merger Sub and the Parent Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (ii) The Parent Special Committee, at a meeting duly called and held, has, upon the unanimous vote of all its members, recommended that the Parent Board approve this Agreement and the Ancillary Agreements to which the Parent, the Merger Sub and the Parent Operating Partnership are a party and determined that the transactions contemplated hereby and thereby, including the Mergers and issuance of Parent Common Shares as part of the Merger Consideration, are advisable and in the best interests of the Parent. The Parent Board, at a meeting duly called and held, has, upon the unanimous recommendation of the Parent Special Committee, with Xxxxxx X. Xxxx, Xx. having recused himself from voting, by unanimous vote of all of the independent directors serving on the Parent Board voting, (x) duly and validly authorized and approved the execution and delivery of this Agreement and the Ancillary Agreements to which the Parent, the Merger Sub and the Parent Operating Partnership are a party and determined that the transactions contemplated by this Agreement to which Wellsford is a party have been duly authorized by all necessary action on and the Ancillary Agreements, including the Mergers and issuance of Parent Common Shares as part of Wellsfordthe Merger Consideration, subject are advisable and in the best interests of the Parent and (y) directed that the Merger and the issuance of Parent Common Shares as part of the Merger Consideration be submitted to a vote by the Wellsford Shareholder ApprovalsParent’s shareholders with the Parent Board’s recommendation that the Parent’s shareholders approve the Merger and issuance of Parent Common Shares as part of the Merger Consideration. This Agreement As of the date hereof, the Parent Board has been duly executed not subsequently rescinded or modified, in any way, its determinations 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 equityapprovals discussed above. (biii) Except as set forth in on Schedule 2.4 to 3.2(d)(iii) of the Wellsford Parent Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by Wellsford each of the Parent, the Merger Sub and the Parent Operating Partnership do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and thereby and compliance by Wellsford it with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or require any consent, approval or notice 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 Encumbrance upon any of the properties or assets of Wellsford the Parent or any Wellsford Subsidiary of the Parent under, or result in the triggering of any payments pursuant to, (iA) 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 AgreementParent Organizational Documents, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease license agreement, Permit, Contract or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Wellsford the Parent or any Wellsford Subsidiary of the Parent or their respective properties or assets assets, or (iiiC) subject to compliance with the governmental filings and other matters referred to in the following sentenceSection 3.1(d)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to Wellsford the Parent or any Wellsford SubsidiarySubsidiary of the Parent, or their respective properties or assets, other than, in the case of clause (iiB) or (iiiC), any such conflicts, violations, defaults, rightsrights or Encumbrances that would not, loss or Liens that individually or in the aggregate would not (x) aggregate, have a Wellsford Parent Material Adverse Effect or Effect. (yiv) prevent the consummation of the transactions contemplated by this Agreement. No material consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Wellsford the Parent or any Wellsford Subsidiary of the Parent in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by Wellsford the Parent, the Merger Sub or the Parent Operating Partnership or the consummation by Wellsford any of the Parent, the Merger Sub or the Parent Operating Partnership of any of the transactions contemplated by this Agreementhereby and thereby, except for (iA) the filing filings with the Securities and Exchange Commission (the "SEC") SEC of (x1) a joint proxy statement the Form S-4 relating to the approval by Wellsford's shareholders and EQR's shareholders issuance of the transactions contemplated by this Agreement (as amended or supplemented from time to time, Merger Consideration and the "Proxy Statement")declaration of effectiveness of the Form S-4, (y2) registration statements on appropriate forms under the Securities Act of 1933, as amended (preliminary and definitive Joint Proxy Statement relating to the "Securities Act"), and Parent Shareholder Meeting for the Securities Exchange Act of 1934, as amended (the "Exchange Act")Parent Shareholder Approval, and (z3) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement Agreement, the Mergers and the other transactions contemplated by this Agreement, (iiB) the filing of listing applications Articles of Merger with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the MergerSDAT, (iiiC) the filing of the Articles Certificate of Merger with the Department Delaware Secretary, (D) such filings with Governmental Entities to satisfy the applicable requirements of the Laws of states in which the Parent and any Subsidiary of the Parent are qualified or licensed to do business, as set forth on Schedule 3.2(d)(iv) of the Parent Disclosure Letter, (E) approval from the NYSE authorizing the listing of the Parent Common Shares to be issued pursuant to Merger, and (ivF) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A1) as are set forth in on Schedule 2.4 to 3.2(d)(iv) of the Wellsford Parent Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, Letter or (z) the "blue sky" laws of various states, to the extent applicable, or (C2) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or reasonably be expected to have, individually or in the aggregate, a Wellsford Parent Material Adverse Effect. (cv) For purposes of determining compliance The Parent Common Shares to be issued in exchange for the Company Shares in the Merger, when issued in accordance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act terms of 1976this Agreement, as amendedwill be duly authorized, Wellsford confirms that validly issued, fully paid and nonassessable, with no personal Liability attaching to the conduct of its business consists solely of investing in, owning ownership thereof and operating real estate for the benefit of its shareholderssubject to no preemptive rights.

Authority; Noncontravention; Consents. (a) Wellsford has Each of Buyer and Acquisition Sub have the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals"), and to consummate the transactions contemplated by this Agreement to which Wellsford is a partyhereby. The execution and delivery of this Agreement by Wellsford Buyer and Acquisition Sub and the consummation by Wellsford Buyer and Acquisition Sub of the transactions contemplated by this Agreement to which Wellsford is a party hereby have been duly authorized by all necessary action on the part of Wellsford, subject to Buyer and Acquisition Sub and no other action or proceedings on the Wellsford Shareholder Approvalspart of Buyer or Acquisition Sub are necessary with respect thereto. This Agreement has been duly executed and delivered by Wellsford Buyer and Acquisition Sub and constitutes a valid and binding obligation obligations of WellsfordBuyer and Acquisition Sub, enforceable against Wellsford Buyer and Acquisition Sub 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 . The execution and delivery of this Agreement by Wellsford Buyer and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party hereby and compliance by Wellsford Buyer and Acquisition Sub 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, under (i) the Amended and Restated Declaration certificate of Trust limited partnership, partnership agreements or the Amended and Restated Bylaws of Wellsford or the comparable charter or other organizational documents of Buyer or partnership or similar agreement (as the case may be) of any Wellsford SubsidiaryAcquisition Sub, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease license or other agreement, instrument, permit, concession, franchise or license agreement applicable to Wellsford Buyer or any Wellsford Subsidiary Acquisition Sub 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") Laws applicable to Wellsford Buyer or any Wellsford Subsidiary, Acquisition Sub or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have a Wellsford Material Adverse Effect material adverse effect on the ability of Buyer or (y) prevent Acquisition Sub to consummate the consummation of Merger or the other transactions contemplated by this Agreementhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to Wellsford Buyer or any Wellsford Subsidiary Acquisition Sub in connection with the execution and delivery of this Agreement by Wellsford Buyer or Acquisition Sub or the consummation by Wellsford Buyer or Acquisition Sub of any of the transactions contemplated by this Agreementhereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Wellsford's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the Wellsford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws, or (z) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any State Corporation Commission of the transactions contemplated by this Agreement or otherwise prevent Wellsford from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Wellsford Material Adverse EffectCommonwealth of Virginia. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Wellsford confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders.