Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) 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 Seller Partner Approval, to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership and the consummation by Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which 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 Seller General Partner and Seller Partnership, except for and subject to the Seller Partner Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnership, enforceable against 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 relating to creditors' rights and general principles of equity. (b) The execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does not, and the consummation of the transactions contemplated by this Agreement to which it is a party and compliance by 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries under, (i) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereof, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership or any 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 Seller General Partner, Seller Partnership or any of 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 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 Seller General Partner, Seller Partnership or any of their Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by 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 Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent 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 Seller Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner Such Shareholder has full and Seller Partnership has the requisite corporate or limited partnership absolute legal right, capacity, power and authority to enter into this Agreement and, subject to the Seller Partner Approval, to consummate the transactions contemplated by and this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership and the consummation by Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which 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 Seller General Partner and Seller Partnership, except for and subject to the Seller Partner Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnershipsuch Shareholder, enforceable against each of Seller General Partner and Seller Partnership such Shareholder in accordance with and subject to its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvencyreorganization, moratorium insolvency or other similar Laws relating to creditors' affecting creditors rights and generally, by general principles of equityequity and applicable laws or court decisions limiting the availability of specific performance, injunctive relief and other equitable remedies (including the enforceability of indemnification provisions, regardless of whether such enforceability is considered in a proceeding in equity or at law) or by legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies. If such Shareholder is a trust, such trust is a validly created and existing trust under applicable state law. (b) The execution Neither the execution, delivery and delivery performance of this Agreement by each of Seller General Partner and Seller Partnership does not, and such Shareholder nor the consummation of the transactions contemplated by this Agreement to which it is a party and hereby nor compliance by it such Shareholder with any of the provisions of this Agreement hereof will not, require any consent, approval or notice under, or (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation obligations contained in or to the loss of a any material benefit under, any term, condition or result in the creation provision of any Lien upon any of the properties Contract to which such Shareholder is a party, or assets of Seller General Partner, Seller Partnership by which such Shareholder or any of their Subsidiaries underhis, her or its properties may be bound or (ii) violate any Law applicable to such Shareholder or any of his, her or its properties, which conflict or violation, in each case described in subclauses (i) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereof, and (ii) any loan or credit agreementabove, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership or any 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 Seller General Partner, Seller Partnership or any of 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 Seller Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 the consummation of the transactions contemplated by this Agreement. No consentAgreement or result in an Encumbrance on or against any assets, approvalrights or properties of the Company or on or against any capital stock of the Company or give rise to any claim against the Company, order or authorization ofAcquisition Sub, or registrationany Affiliate of Acquisition Sub or have any Material Adverse Effect on the Company or Acquisition Sub. (c) Except as contemplated by this Agreement, declaration no Permit, authorization, consent or approval of or by, or any notification of or filing with, any federal, state Person (governmental or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), private) is required by or with respect to Seller General Partner, Seller Partnership or any of their Subsidiaries in connection with the execution execution, delivery and delivery performance by such Shareholder of this Agreement or the consummation by Seller General Partner or Seller Partnership such Shareholder of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent 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 Seller Material Adverse Effecthereby.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner Parent, Sub and Seller Partnership Buyer Operating LLC has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approval, and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner Parent, Sub and Seller Partnership Buyer Operating LLC and the consummation by Seller General Partner Parent, Sub and Seller Partnership Buyer Operating LLC of the transactions contemplated by this Agreement to which Seller General Partner Parent, Sub and/or Seller Partnership Buyer Operating LLC is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner Parent, Sub and Seller PartnershipBuyer Operating LLC (including, except for without limitation, the issuance of the Class A Units and subject to the Seller Partner ApprovalClass B Units in the Partnership Merger). This Agreement has been duly executed and delivered by Seller General Partner Parent, Sub and Seller Partnership and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipBuyer Operating LLC, enforceable against each of Seller General Partner and Seller Partnership them in accordance with and subject to its their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity. (b) The Except as disclosed in the Buyer Disclosure Letter, the execution and delivery of this Agreement by each of Seller General Partner Parent, Sub and Seller Partnership Buyer Operating LLC does not, and the consummation of the transactions contemplated by this Agreement by Buyer Operating LLC to 12 which it is a party and compliance by 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, 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 Seller General PartnerParent, Seller Partnership Sub, Buyer Operating LLC or any of their its other Subsidiaries under, (i) the Certificate organizational or governing documents of Incorporation Parent, Sub or the By-laws Buyer Operating LLC or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any other Subsidiary of their SubsidiariesParent, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Surviving Operating Partnership or any of their 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 Seller General Partner, Seller Partnership Parent or any of their Subsidiaries, its 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 Seller Parent 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"), Entity is required by or with respect to Seller General PartnerParent, Seller Partnership Sub, Buyer Operating LLC or any of their its other Subsidiaries in connection with the execution and delivery of this Agreement by Parent, Sub or Buyer Operating LLC or the consummation by Seller General Partner or Seller Partnership of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the 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 2.5 to Section 3.3 of the Seller 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 or (C) those which, if not obtained or made, would not prevent or delay beyond December 31, 1999 the Outside Date the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Parent, Sub or delay beyond December 31, 1999 Seller Buyer Operating LLC from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Parent Material Adverse Effect.

Authority; Noncontravention; Consents. (a) 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 Seller Partner Approval, to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership and the consummation by Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which 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 Seller General Partner and Seller Partnership, except for and subject to the Seller Partner Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnership, enforceable against 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 relating to creditors' rights and general principles of equity. (b) The Except as disclosed in the Seller Disclosure Letter, the execution and delivery of this Agreement by 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 it is a party and compliance by 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries Seller Subsidiary, under, (i) the Certificate certificate or articles of Incorporation incorporation or the Byby-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their SubsidiariesSeller Subsidiary, each as amended or supplemented to the date hereof, (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, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership or any of their Subsidiaries 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 Seller General Partner, Seller Partnership or any of their SubsidiariesSeller Subsidiary, or their respective properties or assets, other than, than in the case of clause clauses (ii) (other than such items relating to the incurrence of indebtednessiii) 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 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, 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 Seller General Partner, Seller Partnership or any of their Subsidiaries Seller Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Seller General Partner or Seller Partnership of the transactions contemplated by this Agreement, hereby except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to Section 2.4 of the 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 or (C) those which, if not obtained or made, would not prevent or delay beyond December 31, 1999 the Outside Date the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 the Outside Date Seller Partnership from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership EWR has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approvalrequisite shareholder approval of the Merger (the "EWR Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which it EWR is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership EWR and the consummation by Seller General Partner and Seller Partnership EWR of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership EWR is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller PartnershipEWR, except for and subject to the Seller EWR Shareholder Approvals and the EWR Partner ApprovalApprovals. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership EWR and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipEWR, enforceable against each of Seller General Partner and Seller Partnership EWR 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) The Except as set forth in Schedule 2.5 to the EWR Disclosure Letter, the execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does EWR do not, and the consummation of the transactions contemplated by this Agreement to which it EWR is a party and compliance by it EWR 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership EWR or any of their Subsidiaries EWR Subsidiary under, (i) the Certificate of Incorporation charter or the By-laws Amended and Restated Bylaws of EWR or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their SubsidiariesEWR Subsidiary, each as amended or supplemented to the date hereofsupplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership EWR or any of their Subsidiaries 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 Seller General Partner, Seller Partnership EWR or any of their SubsidiariesEWR 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 Seller EWR 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 Seller General Partner, Seller Partnership EWR or any of their Subsidiaries EWR Subsidiary in connection with the execution and delivery of this Agreement by EWR or the consummation by Seller General Partner or Seller Partnership EWR of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of the Certificate of Merger with the Secretary of State of the State of DelawareProxy Statement (as defined in Section 5.1), (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act acceptance for record of 1976, as amended (the "HSR Act"), Articles of Merger by the Department and (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 or (C) which, if not obtained or made, would not prevent or delay beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 Seller EWR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller EWR Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, EWR confirms that the conduct of its business consists solely of investing in, owning, developing and operating real estate for the benefit of its shareholders.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner Parent and Seller Partnership Buyer has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approval, and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner Parent and Seller Partnership Buyer and the consummation by Seller General Partner Parent and Seller Partnership Buyer of the transactions contemplated by this Agreement to which Seller General Partner Parent and/or Seller Partnership Buyer is a party have been duly authorized by all necessary corporate partnership or limited partnership liability company action on the part of Seller General Partner Parent and Seller Partnership, except for and subject to the Seller Partner ApprovalBuyer. This Agreement has been duly executed and delivered by Seller General Partner Parent and Seller Partnership Buyer and constitutes a valid and binding obligation of each of Seller General Partner Parent and Seller PartnershipBuyer, enforceable against each of Seller General Partner Parent and Seller Partnership 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. (b) The execution and delivery of this Agreement by each of Seller General Partner Parent and Seller Partnership Buyer does not, and the consummation of the transactions contemplated by this Agreement to which it Parent and/or Buyer is a party and compliance by it each of Parent and Buyer with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership Parent or any of their its Subsidiaries under, (i) the Certificate organizational documents of Incorporation Parent or the By-laws Buyer or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any other Subsidiary of their Subsidiariesthe Parent, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership Parent or any of their 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 Seller General Partner, Seller Partnership Parent or any of their Subsidiaries, its 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 Seller Parent Material Adverse Effect or a Buyer 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"), Entity is required by or with respect to Seller General Partner, Seller Partnership Parent or any of their its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Buyer or the consummation by Seller General Partner Parent or Seller Partnership Buyer of any of the transactions contemplated by this Agreement, except for (i) any filings required under the Exchange Act (including Schedule 13E-3), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iiiii) 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiivi) 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 2.5 to the Seller Disclosure Lettermay be required under federal, state or local environmental Laws, (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 applicable, or (C) which, if not obtained or made, would not prevent or delay beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Parent or delay beyond December 31, 1999 Seller Buyer from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Parent Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner Parent and Seller Buyer Operating Partnership has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approval, and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner Parent and Seller Buyer Operating Partnership and the consummation by Seller General Partner Parent and Seller Buyer Operating Partnership of the transactions contemplated by this Agreement to which Seller General Partner Parent and/or Seller Buyer Operating Partnership is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner Parent and Seller PartnershipBuyer Operating Partnership (including, except for without limitation, the issuance of the Class A Preferred Units and subject to the Seller Partner ApprovalClass B Units in the Partnership Merger). This Agreement has been duly executed and delivered by Seller General Partner Parent and Seller Buyer Operating Partnership and constitutes a valid and binding obligation of each of Seller General Partner Parent and Seller Buyer Operating Partnership, enforceable against each of Seller General Partner Parent and Seller Buyer Operating 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. (b) The execution and delivery of this Agreement by each of Seller General Partner Parent and Seller Buyer Operating Partnership does not, and the consummation of the transactions contemplated by this Agreement to which it Parent and/or Buyer is a party and compliance by it each of Parent and Buyer Operating Partnership with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership Parent or any of their its Subsidiaries under, (i) the Certificate organizational documents of Incorporation Parent (including the Partnership Agreement) or the By-laws Buyer Operating Partnership or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any other Subsidiary of their Subsidiariesthe Parent, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership Parent or any of their 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 Seller General Partner, Seller Partnership Parent or any of their Subsidiaries, its 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 Seller Parent 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"), Entity is required by or with respect to Seller General Partner, Seller Partnership Parent or any of their its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Buyer Operating Partnership or the consummation by Seller General Partner Parent or Seller Buyer Operating Partnership of any of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filings as may be required in connection with the payment of any Transfer Taxes, (iii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiiiv) the filing of a Form D with the SEC and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller Disclosure Letter, (B) as may be required under (y) federal, state or local environmental Laws or Laws, (zB) 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Parent or delay beyond December 31, 1999 Seller Buyer Operating Partnership from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Parent Material Adverse Effect.

Authority; Noncontravention; Consents. (ai) (A) Each of Seller General Partner the Company and Seller the Company Operating Partnership has the requisite corporate 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 receipt of the Seller Partner Company Shareholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by each of the Company and the Company Operating Partnership of this Agreement by Seller General Partner and Seller Partnership and the consummation by Seller General Partner and Seller Partnership each of the transactions contemplated by this Agreement to which 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 Seller General Partner and Seller Partnership, except for and subject to the Seller Partner Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnership, enforceable against 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 relating to creditors' rights and general principles of equity. (b) The execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does not, and the consummation of the transactions contemplated by this Agreement Ancillary Agreements to which it is a party and compliance by 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries under, (i) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereof, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership or any 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 Seller General Partner, Seller Partnership or any of 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 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 Seller General Partner, Seller Partnership or any of their Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Seller General Partner or Seller each of the Company and the Company Operating Partnership of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreementall necessary corporate and limited partnership action, as applicable, on the part of the Company and the Company Operating Partnership and, except for (ix) 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 Secretary of State of the State of DelawareDelaware Secretary, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller Disclosure Letter, (B) as may be required under (y) federal, state or local environmental Laws or (z) the "blue sky" laws of various states, with respect to the extent applicable Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or (C) whichlimited partnership proceedings on the part of the Company or the Company Operating Partnership, if not obtained as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or made, would not prevent or delay beyond December 31, 1999 the consummation of any of to consummate the transactions contemplated by hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has duly executed and delivered this Agreement and each of the Ancillary Agreements to which it is a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or otherwise prevent 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 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 Seller Material Adverse Effectat Law).

Authority; Noncontravention; Consents. (a) Each of Seller General Partner Buyer and Seller Partnership has Acquisition Sub have the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approval, and to consummate the transactions contemplated by this Agreement to which it is a partyhereby. The execution and delivery of this Agreement by Seller General Partner Buyer and Seller Partnership Acquisition Sub and the consummation by Seller General Partner Buyer and Seller Partnership Acquisition Sub of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is a party hereby have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner Buyer and Seller Partnership, except for Acquisition Sub and subject to no other action or proceedings on the Seller Partner Approvalpart of Buyer or Acquisition Sub are necessary with respect thereto. This Agreement has been duly executed and delivered by Seller General Partner Buyer and Seller Partnership Acquisition Sub and constitutes a valid and binding obligation obligations of each of Seller General Partner Buyer and Seller PartnershipAcquisition Sub, enforceable against each of Seller General Partner Buyer and Seller Partnership Acquisition Sub 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) . The execution and delivery of this Agreement by each of Seller General Partner Buyer and Seller Partnership does Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement to which it is a party hereby and compliance by it Buyer and Acquisition Sub 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries under, under (i) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation limited partnership, partnership agreements or other organizational documents of Buyer or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their SubsidiariesAcquisition Sub, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan license or other agreement, instrument, permit, concession, franchise or license agreement applicable to Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries 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 Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries, Acquisition Sub 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 rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Seller Material Adverse Effect material adverse effect on the ability of Buyer or (y) prevent Acquisition Sub to consummate the Merger or delay beyond December 31, 1999 the consummation of 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 Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries Acquisition Sub in connection with the execution and delivery of this Agreement by Buyer or Acquisition Sub or the consummation by Seller General Partner Buyer or Seller Partnership of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation Acquisition Sub of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31hereby, 1999 Seller from performing its obligations under this Agreement in any material respect or have, individually or in except for the aggregate, a Seller Material Adverse Effectfiling of the Articles of Merger with the State Corporation Commission of the Commonwealth of Virginia.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership FHGP Merger has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approvalrequisite FHGP Merger stockholder approval of this Agreement and the Merger, to consummate the transactions contemplated by this Agreement to which it FHGP Merger is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership FHGP Merger and the consummation by Seller General Partner and Seller Partnership FHGP Merger of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is they it it's a party have has been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller PartnershipFHGP Merger, except for and subject to the Seller Partner Approvalrequisite FHGP Merger stockholder approvals. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership FHGP Merger and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipFHGP Merger, enforceable against each of Seller General Partner and Seller Partnership it 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) The execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership FHGP Merger does not, and the consummation of the transactions contemplated by this Agreement to which it FHGP Merger is a party and compliance by it FHGP Merger 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 material loss of a benefit under, or give rise to a right of purchase under, or result in the creation of any Lien lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries FHGP Merger under, (i) the Certificate of Incorporation FHGP Merger Articles or the Byby-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereoflaws, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license agreement applicable to Seller General PartnerFHGP Merger, Seller Partnership or any of their Subsidiaries or their respective the properties or assets of FHGP Merger 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 Seller General Partner, Seller Partnership FHGP Merger or any of their Subsidiaries, or their respective its properties or assets, other than, in the case of clause . (iic) (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 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, 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 Seller General Partner, Seller Partnership or any of their Subsidiaries FHGP Merger in connection with the execution and delivery of this Agreement by FHGP Merger or the consummation by Seller General Partner or Seller Partnership FHGP Merger of the transactions contemplated by this Agreement, except for (i) the filing and acceptance for record of the Certificate Articles of Merger with by the Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent 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 Seller Material Adverse EffectDepartment.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership Merry Land has the requisite corporate or limited partnership power and authority to enter into this Agreement and the Newco Documents to which it is a party and, subject to the Seller Partner affirmative vote of at least a majority of all of the votes entitled to be cast on the Merger and at least two-thirds (2/3) of the outstanding Merry Land Common Shares voting thereon to approve the Merger (the "Merry Land Shareholder Approval"), to consummate the transactions contemplated by this Agreement to which it Merry Land or any Merry Land Subsidiary is a party. The execution and delivery of this Agreement and the Newco Documents to which it is a party by Seller General Partner and Seller Partnership Merry Land and the consummation by Seller General Partner and Seller Partnership Merry Land of the transactions contemplated by this Agreement and the Newco Documents to which Seller General Partner and/or Seller Partnership Merry Land or any Merry Land Subsidiary is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller PartnershipMerry Land or such Merry Land Subsidiary, except for and subject to the Seller Partner Merry Land Shareholder Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership Merry Land and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipMerry Land, enforceable against each of Seller General Partner and Seller Partnership Merry Land 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) The Except as set forth in Schedule 2.5 to the Merry Land Disclosure Letter, the execution and delivery of this Agreement and the Newco Documents to which it is a party by each of Seller General Partner and Seller Partnership does Merry Land do not, and the consummation of the transactions contemplated by this Agreement and the Newco Documents to which Merry Land or any Merry Land Subsidiary is a party and compliance by Merry Land with the provisions of this Agreement and the Newco Documents to which it is a party and compliance by 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 Seller General Partner, Seller Partnership Merry Land or any of their Subsidiaries Merry Land Subsidiary under, (i) the Certificate Articles of Incorporation or the By-laws Bylaws of Merry Land or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partnerany Merry Land Subsidiary, Seller Partnership or any of their Subsidiaries, in each case as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership Merry Land or any of their Subsidiaries 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 Seller General Partner, Seller Partnership Merry Land or any of their SubsidiariesMerry Land 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 Seller Merry Land Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership Merry Land or any of their Subsidiaries Merry Land Subsidiary in connection with the execution and delivery of this Agreement by Merry Land or the consummation by Seller General Partner Merry Land or Seller Partnership any Merry Land Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a proxy statement relating to the approval by Merry Land's shareholders of the transactions contemplated by this Agreement, and (y) 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 the Certificate of Merger with the Secretary of State of the State of DelawareGeorgia, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller Merry Land 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 beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Merry Land or delay beyond December 31, 1999 Seller any Merry Land Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Merry Land Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx-Xxxxx Act"), Merry Land confirms that, except as set forth on Schedule 2.5, the only real property owned by Merry Land consists of office, commercial and residential properties and unproductive real property, as such terms are used in the Xxxx-Xxxxx Act.

Authority; Noncontravention; Consents. (a) 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 Seller Partner Approval, to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership and the consummation by Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which 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 Seller General Partner and Seller Partnership, except for and subject to the Seller Partner Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnership, enforceable against 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 relating to creditors' rights and general principles of equity. (b) The execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does not, and the consummation of the transactions contemplated by this Agreement to which it is a party and compliance by 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries under, (i) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereof, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership or any 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 Seller General Partner, Seller Partnership or any of 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 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 Seller General Partner, Seller Partnership or any of their Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by 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 Secretary of State of the State of Delaware, (ii) any filings required under the XxxxHart-Xxxxx-Xxxxxx Scott- Rodino Antitrust Improvements Act of 1976Imprxxxxxxxx Xct xx 0076, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent 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 Seller Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner Parent and Seller Partnership Buyer has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approval, and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner Parent and Seller Partnership Buyer and the consummation by Seller General Partner Parent and Seller Partnership Buyer of the transactions contemplated by this Agreement to which Seller General Partner Parent and/or Seller Partnership Buyer is a party have been duly authorized by all necessary corporate partnership or limited partnership liability company action on the part of Seller General Partner Parent and Seller Partnership, except for and subject to the Seller Partner ApprovalBuyer. This Agreement has been duly executed and delivered by Seller General Partner Parent and Seller Partnership Buyer and constitutes a valid and binding obligation of each of Seller General Partner Parent and Seller PartnershipBuyer, enforceable against each of Seller General Partner Parent and Seller Partnership 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. (b) The execution and delivery of this Agreement by each of Seller General Partner Parent and Seller Partnership Buyer does not, and the consummation of the transactions contemplated by this Agreement to which it Parent and/or Buyer is a party and compliance by it each of Parent and Buyer with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership Parent or any of their its Subsidiaries under, (i) the Certificate organizational documents of Incorporation Parent or the By-laws Buyer or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any other Subsidiary of their Subsidiariesthe Parent, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership Parent or any of their 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 Seller General Partner, Seller Partnership Parent or any of their Subsidiaries, its 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 Seller Parent Material Adverse Effect or a Buyer 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"), Entity is required by or with respect to Seller General Partner, Seller Partnership Parent or any of their its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Buyer or the consummation by Seller General Partner Parent or Seller Partnership Buyer of any of the transactions contemplated by this Agreement, except for (i) any filings required under the Exchange Act (including Schedule 13E- 3), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iiiii) 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiivi) 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 2.5 to the Seller Disclosure Lettermay be required under federal, state or local environmental Laws, (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 applicable, or (C) which, if not obtained or made, would not prevent or delay beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Parent or delay beyond December 31, 1999 Seller Buyer from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Parent Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership TriNet has the requisite corporate or limited partnership power and authority to enter into this Agreement and each Ancillary Agreement to which TriNet is a party and, subject to receipt of the Seller Partner TriNet Shareholder Approval, to consummate the transactions contemplated by this Agreement (including the Ancillary Agreements to which it TriNet is a party). The execution and delivery of this Agreement and any other agreement contemplated by Seller General Partner and Seller Partnership this Agreement (including the Ancillary Agreements to which TriNet is a party) by TriNet and the consummation by Seller General Partner and Seller Partnership TriNet of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is a party hereby and thereby have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller PartnershipTriNet, except for and subject to receipt of the Seller Partner TriNet Shareholder Approval. This Agreement has and each Ancillary Agreement to which TriNet is a party have been duly executed and delivered by Seller General Partner TriNet and Seller Partnership and constitutes a constitute the valid and binding obligation obligations of each of Seller General Partner and Seller Partnership, TriNet enforceable against each of Seller General Partner and Seller Partnership TriNet in accordance with and subject to its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar Laws relating to laws affecting creditors' rights and remedies generally and to general principles of equity. (b) . The execution and delivery of this Agreement and each Ancillary Agreement to which TriNet is a party by each of Seller General Partner and Seller Partnership TriNet does not, and the consummation of the transactions contemplated by this Agreement to which it is a party hereby and thereby and compliance by it TriNet with the provisions of this Agreement and each Ancillary Agreement to which TriNet is a party does not and 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 Seller General Partner, Seller Partnership TriNet or any of their Subsidiaries TriNet Subsidiary under, (i) the Certificate charter or bylaws of Incorporation or the By-laws TriNet or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their SubsidiariesTriNet Subsidiary, each as amended amended, restated or supplemented to the date hereof, of this Agreement; (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to Seller General Partner, Seller Partnership TriNet or any of their Subsidiaries 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 Seller General PartnerTriNet, Seller Partnership or any of their Subsidiaries, TriNet 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 rights or Liens that individually or in the aggregate would not (x) reasonably be expected to (x) have result in a Seller TriNet Material Adverse Effect or (y) materially delay or prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership TriNet or any of their Subsidiaries 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 this Agreement by TriNet or the consummation by Seller General Partner or Seller Partnership TriNet and the TriNet Subsidiaries of any of the other transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the SEC of (x) a joint proxy statement relating to the approval by TriNet's shareholders and Starwood's shareholders of the Certificate of transactions contemplated by this Agreement and, as to Starwood's shareholders, the Incorporation Merger with Agreement and the Secretary of State Advisor Transaction Agreement (as amended or supplemented from time to time, the "Proxy Statement") and a registration statement relating to the issuance of the State Merger Consideration and the New Starwood Common Stock to be issued in the Advisor Transaction (the "Registration Statement"), and (y) such reports under Section 13 and 16 of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "HSR Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger for the Merger by the SDAT, (iii) the filing of a Form D such filings as may be required in connection with the SEC 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 2.5 to Section 3.1(d) of the Seller 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 beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent or delay beyond December 31, 1999 Seller 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 Seller TriNet Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership Suites has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to approval of the Seller Partner Merger, this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of the Suites Common Shares (the "Suites Common Shareholder Approval"), to consummate the Merger and the other transactions contemplated by this Agreement to which it is a partyAgreement. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership Suites and the consummation by Seller General Partner and Seller Partnership Suites of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is a party hereby have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller PartnershipSuites, except for and subject to receipt of the Seller Partner Suites Common Shareholder Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership Suites and constitutes a valid and binding obligation obligations of each of Seller General Partner and Seller PartnershipSuites, enforceable against each of Seller General Partner and Seller Partnership Suites 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 3.1(d) The to the Suites Disclosure Letter, the execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does Suites do not, and the consummation of the transactions contemplated by this Agreement to which it is a party hereby and compliance by it Suites 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 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 Seller General Partner, Seller Partnership Suites or any of their Subsidiaries Suites Subsidiary under, (i) the Certificate of Incorporation charter or the Byby-laws of Suites or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their SubsidiariesSuites Subsidiary, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership Suites or any of their Subsidiaries Suites 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 Seller General Partner, Seller Partnership Suites or any of their SubsidiariesSuites 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 rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Seller Suites Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership Suites or any of their Subsidiaries Suites Subsidiary in connection with the execution and delivery of this Agreement by Suites or the consummation by Seller General Partner or Seller Partnership Suites 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 proxy statement relating to the approval by Suites shareholders of the Certificate of Merger with and the Secretary of State other transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement"), (y) the registration statement on Form S-4 of the State Company, of Delaware, which the Proxy Statement shall be a part (iithe "Registration Statement") any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 19761933, as amended (the "HSR Securities Act") relating to the issuance of the Merger Consideration, and (z) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes (as defined herein), and (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 3.1(d) to the Seller Suites Disclosure Letter, Letter or (B) as may be required under (y) federal, state state, local or local environmental foreign Environmental Laws or (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 beyond December 31, 1999 in any material respect the consummation of any of the Merger or the other transactions contemplated by this Agreement hereby or otherwise prevent or delay beyond December 31, 1999 Seller Suites from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Suites Material Adverse Effect.

Authority; Noncontravention; Consents. (ai) Each of Seller General Partner Buyer and Seller Partnership Acquisition Sub has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to adoption of this Agreement by Buyer as the Seller Partner Approvalsole shareholder of Acquisition Sub (the “Requisite Buyer Vote”), to consummate the transactions contemplated by this Agreement to which it is a partyMerger and the other Contemplated Transactions. The execution and delivery of this Agreement by Seller General Partner Buyer and Seller Partnership Acquisition Sub and the consummation by Seller General Partner Buyer and Seller Partnership Acquisition Sub of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is a party Contemplated Transactions have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner Buyer and Seller PartnershipAcquisition Sub and no other proceedings on the part of Buyer or Acquisition Sub are necessary to authorize this Agreement or consummate such transactions, except for and subject to receipt of the Seller Partner ApprovalRequisite Buyer Vote, which will occur immediately following the execution of this Agreement. This Agreement has been duly executed and delivered by Seller General Partner Buyer and Seller Partnership Acquisition Sub and constitutes a valid and binding obligation obligations of each of Seller General Partner Buyer and Seller PartnershipAcquisition Sub, enforceable against each of Seller General Partner Buyer and Seller Partnership Acquisition Sub 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, whether considered in a proceeding at law or in equity. (bii) The execution and delivery of this Agreement by each of Seller General Partner Buyer and Seller Partnership does Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement to which it is a party Contemplated Transactions and compliance by it Buyer and Acquisition Sub 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries under, under (iA) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or formation, partnership agreement and other organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their SubsidiariesBuyer and Acquisition Sub, each as amended or supplemented to the date hereofof this Agreement, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease, joint venture agreement, development agreement, benefit plan license agreement or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries 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 Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries, Acquisition Sub or their respective properties or assets, other than, in the case of clause (ii) (other than such items relating to the incurrence of indebtednessB) or (iiiC), any such conflicts, violations, defaults, rights, loss rights or Liens that that, individually or in the aggregate aggregate, would not reasonably be expected to (x) have a Seller Buyer Material Adverse Effect or Effect. (yiii) 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"), Entity is required by or with respect to Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries Acquisition Sub in connection with the execution and or delivery of this Agreement by Buyer or Acquisition Sub or the consummation by Seller General Partner Buyer or Seller Partnership Acquisition Sub of any of the transactions contemplated by this AgreementContemplated Transactions, except for (iA) the filings with the SEC of (x) the Form S-4 and (y) such reports under the Securities Act, as may be required in connection with this Agreement, the Merger and the other Contemplated Transactions, (B) the filing of the Articles of Merger with, and the issuance of a certificate of merger by, the State Corporation Commission of the Commonwealth of Virginia, and (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent 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 Seller Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership Lexford has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approvalaffirmative vote of holders of at least a majority of the outstanding Lexford Common Shares entitled to vote thereon to approve the Merger (the "Lexford Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which it Lexford is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership Lexford and the consummation by Seller General Partner and Seller Partnership Lexford of the transactions contemplated by this Agreement to which 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 Seller General Partner and Seller PartnershipLexford or any Lexford Subsidiary, except for and subject to the Seller Partner ApprovalLexford Shareholder Approvals. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership Lexford and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipLexford, enforceable against each of Seller General Partner and Seller Partnership Lexford 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) The Except as set forth in Schedule 2.5 to the Lexford Disclosure Letter, the execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does Lexford do not, and the consummation of the transactions contemplated by this Agreement to which it is a party by Lexford and compliance by it Lexford 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 Seller General Partner, Seller Partnership Lexford or any of their Subsidiaries Lexford Subsidiary under, (i) the Certificate Declaration of Incorporation Trust or the By-laws Bylaws of Lexford or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partnerany Lexford Subsidiary, Seller Partnership or any of their Subsidiaries, in each case as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership which Lexford or any of their Subsidiaries 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 Seller General Partner, Seller Partnership Lexford or any of their SubsidiariesLexford 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 Seller Lexford Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership Lexford or any of their Subsidiaries Lexford Subsidiary in connection with the execution and delivery of this Agreement by Lexford or the consummation by Seller General Partner or Seller Partnership 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 Lexford's shareholders and EQR's shareholders of the Certificate of Merger with transactions contemplated by this Agreement (as amended or supplemented from time to time, the Secretary of State "Proxy Statement") and (y) such reports under Section 13(a) of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "HSR Exchange Act")) as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iiiii) the filing acceptance for record of a Form D with the SEC Articles of Merger by the Department, and (iviii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller Lexford Disclosure Letter, (B) as may be required under (y) federal, state or local environmental Laws or (z) the "blue sky" laws of various stateslaws, to the extent applicable or (C) which, if not obtained or made, would not prevent or delay beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Lexford or delay beyond December 31, 1999 Seller any Lexford Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Lexford Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx-Xxxxx Act"), Lexford confirms that the conduct of its business does not require a filing under the Xxxx-Xxxxx Act in connection with the Merger.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership The Company has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner affirmative vote of holders of at least a majority of the outstanding Common Stock entitled to vote thereon to approve the Merger (the "Company Shareholder Approval"), to consummate the transactions contemplated by this Agreement to which it the Company is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership the Company and the consummation by Seller General Partner and Seller Partnership the Company of the transactions contemplated by this Agreement to which 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 Seller General Partner and Seller Partnershipthe Company or any Company Subsidiary, except for and including the Special Committee of the Company's Board, subject to the Seller Partner Company Shareholder Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership the Company and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnershipthe Company, enforceable against each of Seller General Partner and Seller Partnership the Company 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) The Except as set forth in Schedule 2.5 of the Company Disclosure Letter, the execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does the Company do not, and the consummation of the transactions contemplated by this Agreement to which it is a party by the Company and compliance by it the Company 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 Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company Subsidiary under, (i) the Certificate Articles of Incorporation or Code of Regulations, in each case as amended or supplemented to the By-laws date of this Agreement, of the Company or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partnerany Company Subsidiary, Seller Partnership or any of their Subsidiaries, in each case as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership which the Company or any of their Subsidiaries Company 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 Seller General Partner, Seller Partnership the Company or any of their SubsidiariesCompany 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 Seller Company Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 2.5 of the Company 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 Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by Seller General Partner or Seller Partnership the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and of (ivx) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 materials relating to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent 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 Seller Material Adverse Effect.Agreement

Authority; Noncontravention; Consents. (ai) Each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership has the requisite corporate 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 receipt of the Seller Partner Parent Shareholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which 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 Seller General Partner and Seller Partnership each of the Ancillary Agreements to which it is a party and the consummation by Seller General Partner each of the Parent, the Merger Sub and Seller the Parent Operating Partnership of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is a party hereby and thereby have been duly and validly authorized by all necessary corporate or corporate, limited liability company and limited partnership action action, as applicable, on the part of Seller General Partner the Parent, the Merger Sub and Seller Partnershipthe 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 Seller Partner Parent Shareholder Approval. This Agreement Each of the Parent and the Parent Operating Partnership has been duly executed and delivered by Seller General Partner this Agreement and Seller Partnership each of the Ancillary Agreements to which it is a party and constitutes a legally valid and binding obligation of each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership, enforceable against each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership in accordance with and subject to its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to affecting creditors' ’ rights generally and by general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (bii) 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 and the Ancillary Agreements, 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 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 Parent’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. As of the date hereof, the Parent Board has not subsequently rescinded or modified, in any way, its determinations and approvals discussed above. (iii) Except as set forth on Schedule 3.2(d)(iii) of the Parent Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership does do not, and the consummation of the transactions contemplated by this Agreement to which it is a party hereby and thereby and compliance by it with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiaries the Parent under, or result in the triggering of any payments pursuant to, (iA) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereofParent Organizational Documents, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease, joint venture license agreement, development agreementPermit, benefit plan Contract or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiaries 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 Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiariesthe Parent, or their respective properties or assets, other than, in the case of clause (ii) (other than such items relating to the incurrence of indebtednessB) or (iiiC), any such conflicts, violations, defaults, rightsrights or Encumbrances that would not, loss or Liens that individually or in the aggregate would not reasonably be expected to (x) aggregate, have a Seller Parent Material Adverse Effect or Effect. (yiv) prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiaries the Parent in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Parent, the Merger Sub or the Parent Operating Partnership or the consummation by Seller General Partner any of the Parent, the Merger Sub or Seller the Parent Operating Partnership of any of the transactions contemplated hereby and thereby, except for (A) the filings with the SEC of (1) the Form S-4 relating to the issuance of the Merger Consideration and the declaration of effectiveness of the Form S-4, (2) the preliminary and definitive Joint Proxy Statement relating to the Parent Shareholder Meeting for the Parent Shareholder Approval, and (3) such reports under the Exchange Act as may be required in connection with this Agreement, the Mergers and the other transactions contemplated by this Agreement, except for (iB) the filing of Articles of Merger with the SDAT, (C) the filing of the Certificate of Merger with the Secretary of State Delaware Secretary, (D) such filings with Governmental Entities to satisfy the applicable requirements of the State Laws of Delawarestates 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, (iiE) any filings required under approval from the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act NYSE authorizing the listing of 1976the Parent Common Shares to be issued pursuant to Merger, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (ivF) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A1) as are set forth in on Schedule 2.5 to 3.2(d)(iv) of the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 Seller from performing its obligations under this Agreement in any material respect or reasonably be expected to have, individually or in the aggregate, a Seller Parent Material Adverse Effect. (v) The Parent Common Shares to be issued in exchange for the Company Shares in the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, with no personal Liability attaching to the ownership thereof and subject to no preemptive rights.

Authority; Noncontravention; Consents. (ai) Each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership has the requisite corporate 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 receipt of the Seller Partner Parent Shareholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which 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 Seller General Partner and Seller Partnership each of the Ancillary Agreements to which it is a party and the consummation by Seller General Partner each of the Parent, the Merger Sub and Seller the Parent Operating Partnership of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is a party hereby and thereby have been duly and validly authorized by all necessary corporate or corporate, limited liability company and limited partnership action action, as applicable, on the part of Seller General Partner the Parent, the Merger Sub and Seller Partnershipthe 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 Seller Partner Parent Shareholder Approval. This Agreement Each of the Parent and the Parent Operating Partnership has been duly executed and delivered by Seller General Partner this Agreement and Seller Partnership each of the Ancillary Agreements to which it is a party and constitutes a legally valid and binding obligation of each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership, enforceable against each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership in accordance with and subject to its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to affecting creditors' ’ rights generally and by general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (bii) 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 and the Ancillary Agreements, 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 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 Parent’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. As of the date hereof, the Parent Board has not subsequently rescinded or modified, in any way, its determinations and approvals discussed above. (iii) Except as set forth on Schedule 3.2(d)(iii) of the Parent Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Seller General Partner the Parent, the Merger Sub and Seller the Parent Operating Partnership does do not, and the consummation of the transactions contemplated by this Agreement to which it is a party hereby and thereby and compliance by it with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiaries the Parent under, or result in the triggering of any payments pursuant to, (iA) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereofParent Organizational Documents, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement lease, franchise agreement, lease, joint venture license agreement, development agreementPermit, benefit plan Contract or other agreement, instrument, permit, concession, franchise agreement or license instrument applicable to Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiaries 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 Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiariesthe Parent, or their respective properties or assets, other than, in the case of clause (ii) (other than such items relating to the incurrence of indebtednessB) or (iiiC), any such conflicts, violations, defaults, rightsrights or Encumbrances that would not, loss or Liens that individually or in the aggregate would not reasonably be expected to (x) aggregate, have a Seller Parent Material Adverse Effect or Effect. (yiv) prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership the Parent or any Subsidiary of their Subsidiaries the Parent in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Parent, the Merger Sub or the Parent Operating Partnership or the consummation by Seller General Partner any of the Parent, the Merger Sub or Seller the Parent Operating Partnership of any of the transactions contemplated hereby and thereby, except for (A) the filings with the SEC of (1) the Form S-4 relating to the issuance of the Merger Consideration and the declaration of effectiveness of the Form S-4, (2) the preliminary and definitive Joint Proxy Statement relating to the Parent Shareholder Meeting for the Parent Shareholder Approval, and (3) such reports under the Exchange Act as may be required in connection with this Agreement, the Mergers and the other transactions contemplated by this Agreement, except for (iB) the filing of Articles of Merger with the SDAT, (C) the filing of the Certificate of Merger with the Secretary of State Delaware Secretary, (D) such filings with Governmental Entities to satisfy the applicable requirements of the State Laws of Delawarestates 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, (iiE) any filings required under approval from the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act NYSE authorizing the listing of 1976the Parent Common Shares to be issued pursuant to Merger, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (ivF) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A1) as are set forth in on Schedule 2.5 to 3.2(d)(iv) of the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 Seller from performing its obligations under this Agreement in any material respect or reasonably be expected to have, individually or in the aggregate, a Seller Parent Material Adverse Effect. (v) The Parent Common Shares to be issued in exchange for the Company Shares in the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, with no personal Liability attaching to the ownership thereof and subject to no preemptive rights.

Authority; Noncontravention; Consents. (ai) Each of Seller General Partner and Seller Partnership Down REIT, has the requisite corporate or limited 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 Seller Partner Approvalperform its obligations hereunder and thereunder, and (iii) to consummate the Transfer and the other transactions contemplated by this Agreement hereunder and thereunder applicable to which it is a partyDown REIT. The execution and delivery by Down REIT of this Agreement all documents contemplated hereunder to be entered into by Seller General Partner and Seller Partnership Down REIT and the consummation by Seller General Partner and Seller Partnership it of the transactions contemplated by this Agreement hereunder and thereunder, applicable to which Seller General Partner and/or Seller Partnership is a party Down REIT, have been duly authorized by all necessary corporate or limited partnership action action, and no other partnership proceedings on the part of Seller General Partner and Seller PartnershipDown REIT or its partners are necessary to authorize any of the foregoing, except for obtaining the approval of the Down REIT's board of directors and subject the General Partner's approval. All documents contemplated hereunder to the Seller Partner Approval. This Agreement has been be executed by Down REIT when executed and delivered will have been, duly executed and delivered by Seller General Partner Down REIT and Seller Partnership and constitutes a constitute the valid and binding obligation of each of Seller General Partner and Seller PartnershipDown REIT, enforceable against each of Seller General Partner and Seller Partnership Down REIT in accordance with and subject to its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights and general principles or articles of equityincorporation or by laws. (bii) The execution and delivery by Down REIT of this Agreement all documents contemplated hereunder to be entered into by each of Seller General Partner and Seller Partnership does Down REIT do not, and the consummation of the transactions contemplated by this Agreement to which it is a party hereunder and thereunder and compliance by it Down REIT with the provisions of this Agreement hereof and thereof 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 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 Seller Down REIT under (i) subject to the consent of the General Partner, Seller Partnership its limited partnership agreement or any of their Subsidiaries under, (i) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or limited partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiariescertificate, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan management or other agreement, instrument, permit, concession, franchise instrument or license Licenses and Permits applicable to Seller General Partner, Seller Partnership Down REIT or any of their Subsidiaries 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 Seller General Partner, Seller Partnership Down REIT or any of their Subsidiaries, or their its 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 that, individually or in the aggregate aggregate, would not reasonably be expected to (xA) have a Seller Material Adverse Effect impair or (y) prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership or any of their Subsidiaries Down REIT in connection with the execution and delivery by Down REIT of this Agreement all documents contemplated hereunder to be entered into by Down REIT to which it is a party or the consummation by Seller General Partner or Seller Partnership Down REIT of any of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 Seller 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 Seller Material Adverse EffectSection 4.17 (Investment Representations) are true and correct.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership Buyer has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approval, and to consummate the transactions contemplated by this Agreement and each other agreement contemplated hereby to which it Buyer is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership Buyer and the consummation performance by Seller General Partner and Seller Partnership Buyer of the transactions contemplated by its obligations under this Agreement and each other agreement contemplated hereby to which Seller General Partner and/or Seller Partnership Buyer is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller Partnership, except for and subject to the Seller Partner ApprovalBuyer. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership Buyer and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipBuyer, enforceable against each of Seller General Partner and Seller Partnership Buyer in accordance with and subject to its terms, subject to applicable except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating laws affecting the rights of creditors generally and subject to creditors' rights the rules of law governing (and general principles of equityall limitations on) specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership Buyer does not, and the consummation of the transactions contemplated by this Agreement to which it Buyer is a party and compliance by it Buyer with the provisions of this Agreement will not, require any consent, approval or notice under, or conflict with, or result in any violation of, require any consent, approval or other authorization of, or filing with or notification to, 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 Seller General Partner, Seller Partnership or any of their Subsidiaries Buyer under, : (i) the Certificate Organizational Documents of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General PartnerBuyer, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to through the date hereof, (ii) any material loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries 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") Laws applicable to Seller General Partner, Seller Partnership Buyer or any of their Subsidiaries, or their respective its 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 Seller Buyer 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, 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 Seller General Partner, Seller Partnership or any of their Subsidiaries Buyer in connection with the execution and execution, delivery or performance of this Agreement by Buyer or the consummation by Seller General Partner or Seller Partnership Buyer of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller Disclosure Letter, (B) as may be required under laws requiring transfer, recordation or gains for filings (yx) of federal, state or local environmental Laws laws, or (z) the "blue sky" laws of various states, to the extent applicable or (Cy) which, if not obtained or made, would not prevent or delay beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 Seller Buyer from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Buyer Material Adverse Effect. (c) All representations and warranties of Buyer Guarantor set forth in the Termination Fee Guaranty are true, correct and complete in all material respects.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership EQR has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approvalaffirmative vote of at least a majority of the outstanding EQR Common Shares entitled to vote thereon to approve the Merger (the "EQR Shareholder Approvals" and, together with the Merry Land Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which it EQR is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership EQR and the consummation by Seller General Partner and Seller Partnership EQR of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership EQR is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller PartnershipEQR, except for and subject to the Seller Partner ApprovalEQR Shareholder Approvals. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership EQR and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipEQR, enforceable against each of Seller General Partner and Seller Partnership EQR 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) The Except as set forth in Schedule 3.5 to the EQR Disclosure Letter, the execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does EQR do not, and the consummation of the transactions contemplated by this Agreement to which it EQR is a party and compliance by it EQR with the provisions of this Agreement will not, require any consent, approval or notice under, or 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 Seller General Partner, Seller Partnership EQR or any of their Subsidiaries EQR Subsidiary under, (i) the Certificate Second Amended and Restated Declaration of Incorporation Trust or the By-laws Second Amended and Restated Bylaws of EQR or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiariesother EQR Subsidiary, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership EQR or any of their Subsidiaries 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 Seller General Partner, Seller Partnership EQR or any of their Subsidiaries, EQR 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 Seller an EQR 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 Seller General Partner, Seller Partnership or any of their Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by 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 Secretary of State of the State of Delaware, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller 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 beyond December 31, 1999 the consummation of any of the transactions contemplated by this Agreement or otherwise prevent 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 Seller Material Adverse Effect.the

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership Merry Land has the requisite corporate or limited partnership power and authority to enter into this Agreement and the Newco Documents to which it is a party and, subject to the Seller Partner affirmative vote of at least a majority of all of the votes entitled to be cast on the Merger and at least two-thirds (2/3) of the outstanding Merry Land Common Shares voting thereon to approve the Merger (the “Merry Land Shareholder Approval”), to consummate the transactions contemplated by this Agreement to which it Merry Land or any Merry Land Subsidiary is a party. The execution and delivery of this Agreement and the Newco Documents to which it is a party by Seller General Partner and Seller Partnership Merry Land and the consummation by Seller General Partner and Seller Partnership Merry Land of the transactions contemplated by this Agreement and the Newco Documents to which Seller General Partner and/or Seller Partnership Merry Land or any Merry Land Subsidiary is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller PartnershipMerry Land or such Merry Land Subsidiary, except for and subject to the Seller Partner Merry Land Shareholder Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership Merry Land and constitutes a valid and binding obligation of each of Seller General Partner and Seller PartnershipMerry Land, enforceable against each of Seller General Partner and Seller Partnership Merry Land 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) The Except as set forth in Schedule 2.5 to the Merry Land Disclosure Letter, the execution and delivery of this Agreement and the Newco Documents to which it is a party by each of Seller General Partner and Seller Partnership does Merry Land do not, and the consummation of the transactions contemplated by this Agreement and the Newco Documents to which Merry Land or any Merry Land Subsidiary is a party and compliance by Merry Land with the provisions of this Agreement and the Newco Documents to which it is a party and compliance by 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 Seller General Partner, Seller Partnership Merry Land or any of their Subsidiaries Merry Land Subsidiary under, (i) the Certificate Articles of Incorporation or the By-laws Bylaws of Merry Land or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partnerany Merry Land Subsidiary, Seller Partnership or any of their Subsidiaries, in each case as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership Merry Land or any of their Subsidiaries 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 Seller General Partner, Seller Partnership Merry Land or any of their SubsidiariesMerry Land 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 Seller Merry Land Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 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 Seller General Partner, Seller Partnership Merry Land or any of their Subsidiaries Merry Land Subsidiary in connection with the execution and delivery of this Agreement by Merry Land or the consummation by Seller General Partner Merry Land or Seller Partnership any Merry Land Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of (x) a proxy statement relating to the approval by Merry Land’s shareholders of the transactions contemplated by this Agreement, and (y) 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 the Certificate of Merger with the Secretary of State of the State of DelawareGeorgia, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (iii) the filing of a Form D with the SEC and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 to the Seller Merry Land 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 beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Merry Land or delay beyond December 31, 1999 Seller any Merry Land Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Merry Land Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx Act”), Merry Land confirms that, except as set forth on Schedule 2.5, the only real property owned by Merry Land consists of office, commercial and residential properties and unproductive real property, as such terms are used in the Xxxx-Xxxxx Act.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership The Company has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to approval of the Seller Partner Merger, this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of the Company Common Shares (the "Company Common Shareholder Approval, ") to consummate the transactions contemplated by this Agreement to which it the Company is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership the Company and the consummation by Seller General Partner and Seller Partnership the Company of the transactions contemplated by this Agreement hereby to which Seller General Partner and/or Seller Partnership the Company is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller Partnershipthe Company, except for and including the approval of the Company's Board of Directors, subject to the Seller Partner receipt of Company Common Shareholder Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership the Company and constitutes a valid and binding obligation obligations of each of Seller General Partner and Seller Partnershipthe Company, enforceable against each of Seller General Partner and Seller Partnership the Company 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 3.2(d) The to the Company Disclosure Letter, the execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership the Company does not, and the consummation of the transactions contemplated by this Agreement hereby to which it the Company is a party and compliance by it the Company 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 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 Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company Subsidiary under, (i) the Certificate of Incorporation Company Charter or the Company By-laws Laws or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their SubsidiariesCompany Subsidiary, each as amended or supplemented to the date hereofof this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, franchise or license applicable to Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company 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 Seller General Partner, Seller Partnership the Company or any of their Subsidiaries, Company 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 rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Seller Company Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 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 (a "Governmental Entity"), Entity is required by or with respect to Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by Seller General Partner or Seller Partnership the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the SEC of (x) a proxy statement relating to the approval by Company shareholders of the Certificate of Merger with and the Secretary of State other transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement"), (y) the Registration Statement relating to the issuance of the State Merger Consideration and (z) such reports under Section 13(a) of Delawarethe Exchange Act as may be required in connection with this Agreement and the other transactions contemplated by this Agreement, (ii) any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act filing of 1976, as amended (the "HSR Act")Articles of Merger for the Merger with the State Corporation Commission of the Commonwealth of Virginia, (iii) the filing of a Form D such filings as may be required in connection with the SEC 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 2.5 3.2(d) to the Seller Company Disclosure Letter, Letter or (B) as may be required under (y) federal, state or local environmental 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 beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 Seller the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Company Material Adverse Effect.

Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership The Company has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to approval of this Agreement by the Seller Partner Approvalvote of the holders of the Common Stock required to approve this Agreement and the transactions contemplated hereby (the "COMPANY SHAREHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which it the Company is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership the Company and the consummation by Seller General Partner and Seller Partnership the Company of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership the Company is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller Partnershipthe Company, except for and subject to approval of this Agreement pursuant to the Seller Partner ApprovalCompany Shareholder Approvals. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership the Company and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnershipthe Company, enforceable against each of Seller General Partner and Seller Partnership the Company in accordance with and subject to its terms. Except for approval of the amendments to the Operating Partnership Agreement or approval of the Operating Partnership Transaction, subject as the case may be, contemplated under Section 1.4 or as set forth in SCHEDULE 3.1(d) to applicable bankruptcythe Company Disclosure Letter, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity. (b) The the execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does the Company do not, and the consummation of the transactions contemplated by this Agreement to which it the Company is a party and compliance by it the Company 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 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 Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company Subsidiary under, (i) the Certificate Articles of Amendment and Restatement of Articles of Incorporation or the By-laws Amended and Restated Bylaws of the Company or the comparable certificate of incorporation charter or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereofCompany Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company 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 Seller General Partner, Seller Partnership the Company or any of their SubsidiariesCompany 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 rights or Liens that individually or in the aggregate would not reasonably be expected to (x) have a Seller Material Adverse Effect or (y) prevent or delay beyond December 31, 1999 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 EntityGOVERNMENTAL ENTITY"), is required by or with respect to Seller General Partner, Seller Partnership the Company or any of their Subsidiaries Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by Seller General Partner or Seller Partnership the Company of the transactions contemplated by this Agreement, except for (i) the filing by any person in connection with any of the Certificate Transactions of Merger with the Secretary of State of the State of Delaware, (ii) any filings required a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by the Company's stockholders and Camden's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "PROXY STATEMENT") and (y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of a Form D Articles of Merger with the SEC 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 (as defined below) and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5 SCHEDULE 3.1(d) to the Seller Company 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 beyond December 31, 1999 in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay beyond December 31, 1999 Seller the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Seller Material Adverse Effect.