Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) Each of GGP, GGP Partnership, Acquisition and Partnership Acquisition has the requisite power and authority to enter into this Agreement and the Related Agreements (as herein defined) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements by GGP, GGP Partnership, Acquisition and Partnership Acquisition and the consummation by GGP, GGP Partnership, Acquisition and Partnership Acquisition of the transactions contemplated by this Agreement and the Related Agreements to which any of GGP, GGP Partnership, Acquisition or Partnership Acquisition is a party have been (or, in the case of the Certificates of Designation relating to the GGP Series C Preferred Stock, GGP Series D Preferred Stock, GGP Series E Preferred Stock, GGP Series F Preferred Stock and GGP Series G Preferred Stock and the Amendment to the GGP Partnership Agreement creating the GGP Series B Preferred Units, will be, prior to the Closing) duly authorized by all necessary action on the part of GGP, GGP Partnership, Acquisition and Partnership Acquisition. This Agreement has been, and at the Effective Time each Related Agreement will be, duly executed and delivered by each of the foregoing which is a party thereto and constitute or will constitute valid and binding obligations of GGP, GGP Partnership, Acquisition and Partnership Acquisition, as applicable, enforceable against GGP, GGP Partnership, Acquisition and Partnership Acquisition, as applicable, in accordance with and subject to their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. GGP Partnership will obtain prior to the Closing the requisite approval of the holders of GGP OP Units to the amendment of the GGP Partnership Agreement for the purpose of creating the new GGP Series B Preferred OP Units to the extent such approval is required. No other consent of any holder of capital stock of GGP or partner interest in GGP Partnership is required in connection with the Mergers or any of the transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement and/or the Related Agreements by GGP, GGP Partnership, Acquisition and Partnership Acquisition do not, and the consummation of the transactions contemplated by this Agreement and/or the Related Agreements to which any of GGP, GGP Partnership, Acquisition or Partnership Acquisition is a party and compliance by GGP, GGP Partnership, Acquisition or Partnership Acquisition with the provisions of this Agreement and/or the Related Agreements 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 give rise to a right of purchase under, or result in the creation of any Lien upon any of the properties or assets of GGP, GGP Partnership or any GGP Subsidiary under, require the consent or approval of any third party lender or otherwise result in a material detriment to GGP, GGP Partnership, Acquisition, Partnership Acquisition or any other GGP Subsidiary under, any provision of (i) the GGP Charter or Bylaws, the GGP Partnership Agreement or the comparable charter or organizational documents or partnership, operating or similar agreement (as the case may be) of GGP or any GGP Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any Material Contract applicable to GGP, GGP Partnership, Acquisition, Partnership Acquisition or any other GGP Subsidiary, the respective properties or assets of GGP Partnership, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to GGP, GGP Partnership or any GGP Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not (x) reasonably be expected to have a GGP Material Adverse Effect or (y) prevent or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to GGP, GGP Partnership or any GGP Subsidiary in connection with the execution and delivery of this Agreement or the consummation by GGP or GGP Partnership of any of the transactions contemplated by this Agreement, except for (i) the filing and acceptance for record of the Maryland Articles of Merger by the Department, (ii) the filing and acceptance for record of the Delaware Certificate of Merger with the Secretary of State, (iii) the filing and acceptance for record of the Maryland Articles of Partnership Merger by the Department, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, (v) such filings as may be required pursuant to the Exchange Act with respect to the Voting Agreement, (vi) the filing of the Form D relating to the private placement of the GGP Series B Preferred OP Units with the SEC, (vii) the filing and acceptance for record of the Certificates of Designation contemplated by Exhibits I, J, K and L with the Secretary of State, and (viii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.3(b) to the GGP Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the blue sky laws of various states, to the extent applicable, or (C) which, if not obtained or made, individually or in the aggregate, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent GGP and GGP Partnership from performing their obligations under this Agreement in any material respect or reasonably be expected to have, individually or in the aggregate, a GGP Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of GGP, GGP Partnership, Acquisition and Partnership Acquisition PREIT has the requisite business trust power and authority to enter into this Agreement and, subject only to the requisite PREIT shareholder approval of the Merger and the Related Agreements proposed PREIT Trust Amendment (as herein definedthe "PREIT Shareholder Approval" and, together with the Crown Shareholder Approval, the "Shareholder Approvals") and the PREIT Partner Approvals, to consummate the transactions contemplated hereby and therebyby this Agreement to which PREIT is a party, including, without limitation, the Post-Merger Contribution Transactions. The execution and delivery of this Agreement and the Related Agreements by GGP, GGP Partnership, Acquisition and Partnership Acquisition PREIT and the consummation by GGP, GGP Partnership, Acquisition and Partnership Acquisition PREIT of the transactions contemplated by this Agreement and the Related Agreements to which any of GGP, GGP Partnership, Acquisition or Partnership Acquisition PREIT is a party have been (or, in the case of the Certificates of Designation relating to the GGP Series C Preferred Stock, GGP Series D Preferred Stock, GGP Series E Preferred Stock, GGP Series F Preferred Stock and GGP Series G Preferred Stock and the Amendment to the GGP Partnership Agreement creating the GGP Series B Preferred Units, will be, prior to the Closing) duly authorized by all necessary action on the part of GGPPREIT, GGP Partnership, Acquisition except for and Partnership Acquisitionsubject to the PREIT Shareholder Approval and the PREIT Partner Approvals. This Agreement has been, and at the Effective Time each Related Agreement will be, been duly executed and delivered by each of the foregoing which is PREIT and constitutes a party thereto and constitute or will constitute valid and binding obligations obligation of GGP, GGP Partnership, Acquisition and Partnership Acquisition, as applicablePREIT, enforceable against GGP, GGP Partnership, Acquisition and Partnership Acquisition, as applicable, PREIT in accordance with and subject to their respective its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. GGP . (b) PREIT Partnership will obtain prior has the requisite partnership power and authority to enter into this Agreement and, subject only to the Closing the requisite approval of the holders of GGP OP Units PREIT Shareholder Approval and PREIT Partner Approvals, to the amendment of the GGP Partnership Agreement for the purpose of creating the new GGP Series B Preferred OP Units to the extent such approval is required. No other consent of any holder of capital stock of GGP or partner interest in GGP Partnership is required in connection with the Mergers or any of consummate the transactions contemplated by this Agreement. (b) Agreement to which PREIT Partnership is a party, including, without limitation, the Post-Merger Contribution Transactions. The execution and delivery of this Agreement and/or by PREIT Partnership and the Related Agreements consummation by GGP, GGP PREIT Partnership of the transactions contemplated by this Agreement to which PREIT Partnership is a party have been duly authorized by all necessary action on the part of PREIT Partnership, Acquisition except for and subject to the PREIT Shareholder Approval and the PREIT Partner Approvals. This Agreement has been duly executed and delivered by PREIT Partnership Acquisition and constitutes a valid and binding obligation of PREIT Partnership, enforceable against PREIT Partnership 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. (c) Except as set forth in Schedule 3.5(c)(1) to the PREIT Disclosure Letter and subject to receipt of the PREIT Shareholder Approval and the PREIT Partner Approvals, the execution and delivery of this Agreement by PREIT and PREIT Partnership do not, and the consummation of the transactions contemplated by this Agreement and/or the Related Agreements to which any of GGP, GGP Partnership, Acquisition or PREIT and PREIT Partnership Acquisition is a party and compliance by GGP, GGP Partnership, Acquisition PREIT or PREIT Partnership Acquisition with the provisions of this Agreement and/or the Related Agreements 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 give rise to a right of purchase under, or result in the creation of any Lien upon any of the properties or assets of GGP, GGP Partnership PREIT or any GGP PREIT Subsidiary under, require the consent or approval of any third party lender or otherwise result in a material detriment to GGP, GGP Partnership, Acquisition, Partnership Acquisition or any other GGP Subsidiary under, any provision of (i) the GGP Charter PREIT Trust Agreement or Bylaws, the GGP Partnership Agreement PREIT Bylaws or the comparable charter or organizational documents or partnership, operating or similar agreement (as the case may be) of GGP or any GGP PREIT Subsidiary, each as amended or supplemented to the date of this Agreementsupplemented, (ii) any Material Contract loan or credit agreement, note, bond, mortgage, indenture, merger or other acquisition agreement, reciprocal easement agreement, lease, management agreement or other agreement, instrument, permit, concession, franchise or license applicable to GGP, GGP Partnership, Acquisition, Partnership Acquisition PREIT or any other GGP Subsidiary, the PREIT Subsidiary or their respective properties or assets of GGP Partnership, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to GGP, GGP Partnership PREIT or any GGP PREIT Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, losses loss or Liens that, that individually or in the aggregate, aggregate would not (x) reasonably be expected to (x) have a GGP PREIT Material Adverse Effect or (y) prevent or delay materially impair the ability of PREIT to perform any of its obligations hereunder or prevent or materially threaten or impede the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to GGP, GGP Partnership PREIT or any GGP PREIT Subsidiary in connection with the execution and delivery of this Agreement by PREIT and PREIT Partnership or the consummation by GGP PREIT or GGP Partnership any PREIT Subsidiary of any of the transactions contemplated by this Agreement, except for (i) the filing and acceptance for record with the SEC of the Maryland Articles Form S-4 and such reports and filings under the Securities Act and under Sections 13(a) and 13(d) of Merger the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by the Departmentthis Agreement, (ii) the filing and acceptance for record of the Delaware Certificate Articles of Merger with by the Secretary of StateDepartment, (iii) the filing and acceptance for record of the Maryland Articles of Partnership Merger by with the DepartmentMSDAT, (iv) such filings as may be required in connection with the payment of any Transfer transfer and Gains Taxes, gains taxes and (v) such filings as may be required pursuant to the Exchange Act with respect to the Voting Agreement, (vi) the filing of the Form D relating to the private placement of the GGP Series B Preferred OP Units with the SEC, (vii) the filing and acceptance for record of the Certificates of Designation contemplated by Exhibits I, J, K and L with the Secretary of State, and (viii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.3(b3.5(c)(2) to the GGP PREIT Disclosure Letter or (B) as may be required under (w) the HSR Act, (x) federal, state or local environmental laws or laws, (y) the "blue sky sky" laws of various states, to the extent applicable, or (Cz) which, if not obtained or made, individually or in the aggregate, would not prevent or delay in any material respect the consummation of any rules and regulations of the transactions contemplated by this Agreement or otherwise prevent GGP and GGP Partnership from performing their obligations under this Agreement in any material respect or reasonably be expected to have, individually or in the aggregate, a GGP Material Adverse EffectNYSE.