Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) AGH has the requisite power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "AGH STOCKHOLDER APPROVALS" and, together with the CapStar Stockholder Approvals, the "STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which AGH is a party. Except as set forth on Schedule 5.6(a) to the AGH Disclosure Letter, the AGH OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by this Agreement to which AGH OP is a party. The execution and delivery of this Agreement by the AGH Parties and the consummation by AGH of the transactions contemplated by this Agreement to which the AGH Parties are a party have been duly authorized by all necessary action on the part of the AGH Parties, except for and subject to the AGH Stockholder Approval and the approvals set forth on Schedule 5.6(a) to the AGH Disclosure Letter. This Agreement has been duly executed and delivered by the AGH Parties and constitutes a valid and binding obligation of the AGH Parties, enforceable against the AGH Parties in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 5.6(b) to the AGH Disclosure Letter, the execution and delivery of this Agreement by the AGH Parties do not, and the consummation of the transactions contemplated by this Agreement to which the AGH Parties are a party, including, without limitation, the Transactions, and compliance by the AGH Parties with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH or any AGH Subsidiary under, (i) the AGH Charter, AGH Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any AGH Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to AGH or any AGH Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to AGH or any AGH Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a AGH Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AGH or any AGH Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the AGH Parties of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement 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 acceptance for record of the Articles of Merger by the Departments, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes, (iv) the filing of a premerger notification and report form by AGH under the HSR Act if required by applicable law and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 5.6(a) or (b) to the AGH Disclosure Letter or (B) as may be required under (y) federal, state or local environmental laws or (z) the"blue sky" laws of various states, to the extent applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent AGH from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a AGH Material Adverse Effect.

Authority; Noncontravention; Consents. (a) AGH CapStar has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "AGH STOCKHOLDER APPROVALS" and, together with the CapStar Stockholder Approvals, the "CAPSTAR STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which AGH CapStar is a party, including without limitation, the Spin-Off Transaction. Except as set forth on Schedule 5.6(a4.5(a) to the AGH CapStar Disclosure Letter, the AGH OP has CapStar Partners have the requisite partnership power and authority to enter into this Agreement, and to consummate the transactions transaction contemplated by this Agreement to which AGH OP is the CapStar Partners are a party. The execution and delivery of this Agreement by the AGH CapStar Parties and the consummation by AGH the CapStar Parties of the transactions contemplated by this Agreement to which the AGH CapStar Parties are a party have been duly authorized by all necessary action on the part of the AGH CapStar Parties, except for and subject to the AGH CapStar Stockholder Approval Approvals with respect to CapStar and the approvals set forth on Schedule 5.6(a) to the AGH Disclosure Letter4.5(a). This Agreement has been duly executed and delivered by the AGH CapStar Parties and constitutes a valid and binding obligation of the AGH CapStar Parties, enforceable against the AGH CapStar Parties in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 5.6(b4.5(b) to the AGH CapStar Disclosure Letter, the execution and delivery of this Agreement by the AGH CapStar Parties do not, and the consummation of the transactions contemplated by this Agreement to which the AGH CapStar Parties are a party, including, including without limitation, the Transactions, and compliance by the AGH CapStar Parties with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH the CapStar Parties or any AGH CapStar Subsidiary and, at the Effective Time, CapStar Hotel OP, under, (i) the AGH Charter, AGH CapStar Charter or the CapStar Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any AGH CapStar Subsidiary, including, without limitation, the CapStar Hotel OP, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to AGH CapStar or any AGH CapStar Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWS") applicable to AGH CapStar or any AGH Subsidiary CapStar Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a AGH CapStar Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity 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 AGH or any AGH Subsidiary in connection with the execution and delivery of this Agreement by the CapStar Parties or the consummation by the AGH CapStar Parties of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of Securities and Exchange Commission (x) the Registration Statement and (y) such reports under Section 13(a"SEC") of the Exchange Act Proxy Statement (as may be required defined in connection with this Agreement and the transactions contemplated by this AgreementSection 7.1), (ii) the acceptance for record of the Articles of Merger by the Departments, (iii) such filings as may be required in connection with the payment of any transfer and gains gain taxes, (iv) the filing of a premerger notification and report form by AGH CapStar under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act ACT"), if required by applicable law and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 5.6(aSchedules 4.5(a) or and (b) to the AGH CapStar Disclosure Letter or Letter, (B) as may be required under (y) federal, state or local environmental laws or (z) the"blue the "blue sky" laws of various states, to the extent applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent AGH the CapStar Parties from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a AGH CapStar Material Adverse Effect: (c) Schedule 4.5(c) to the CapStar Disclosure Letter sets forth all of the approvals of the CapStar LPs needed to effectuate the OP Reorganization, the Spin-Off Transaction and the other transactions contemplated by this Agreement (such approvals the "CAPSTAR LP APPROVALS").

Authority; Noncontravention; Consents. (a) AGH FelCor has the requisite power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "AGH STOCKHOLDER APPROVALSFelCor Stockholder Approval" and, together with the CapStar MeriStar Stockholder ApprovalsApproval, the "STOCKHOLDER APPROVALSStockholder Approvals"), to consummate the transactions contemplated by this Agreement to which AGH is a partyAgreement. Except as set forth on in Schedule 5.6(a5.5(a) to the AGH FelCor Disclosure Letter, the AGH FelCor OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by this Agreement to which AGH OP is a partyAgreement. The execution and delivery of this Agreement by the AGH FelCor Parties and the consummation by AGH the FelCor Parties of the transactions contemplated by this Agreement to which the AGH Parties are a party have been duly authorized by all necessary action on the part of the AGH FelCor Parties, except for and subject to the AGH FelCor Stockholder Approval and the approvals set forth on Schedule 5.6(a5.5(a) to the AGH FelCor Disclosure Letter. This Agreement has been duly executed and delivered by the AGH FelCor Parties and constitutes a valid and binding obligation of the AGH FelCor Parties, enforceable against the AGH FelCor Parties in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 5.6(b5.5(b) to the AGH FelCor Disclosure Letter, the execution and delivery of this Agreement by the AGH FelCor Parties do not, and the consummation of the transactions contemplated by this Agreement to which the AGH Parties are a partyAgreement, (including, without limitation, ,) the Transactions, and compliance by the AGH FelCor Parties with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material substantive obligation or to loss of a material substantive benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH the FelCor Parties or any AGH FelCor Subsidiary under, (i) the AGH FelCor Charter, AGH FelCor Bylaws or the comparable charter charter, organizational documents, limited liability company agreement, partnership agreement or organizational documents or partnership or similar agreement other governing document (as the case may be) of any AGH FelCor Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to AGH FelCor or any AGH FelCor Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to AGH FelCor or any AGH FelCor Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a AGH FelCor Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AGH FelCor or any AGH FelCor Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the AGH FelCor Parties of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Registration Statement 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 AgreementProxy Statement, (ii) the acceptance for record of the Articles of Merger by the DepartmentsDepartment and the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes, and (iv) the filing of a premerger notification and report form by AGH under the HSR Act if required by applicable law and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 5.6(a5.5(a) or (b) to the AGH FelCor Disclosure Letter or (B) as may be required under (y) federal, state or local environmental or Tax laws or (z) the"blue the "blue sky" laws of various states, to the extent applicable applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent AGH the FelCor Parties from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a AGH FelCor Material Adverse Effect.

Authority; Noncontravention; Consents. (a) AGH FelCor has the requisite corporate power and authority (i) to enter into this Agreement andand each Transaction Document to which FelCor is a party, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite stockholder approval of the Merger by the holders of a majority of the FelCor Common Shares outstanding as of the Record Date (the "AGH STOCKHOLDER APPROVALS" and, together with the CapStar FelCor Stockholder Approvals, the "STOCKHOLDER APPROVALSApproval"), to consummate the transactions contemplated by this Agreement to which AGH is a party. Except as set forth on Schedule 5.6(a) to the AGH Disclosure Letter, the AGH OP has the requisite partnership power hereunder and authority to enter into this Agreement, and to consummate the transactions contemplated by this Agreement to which AGH OP is a partythereunder. The execution and delivery by FelCor of this Agreement by the AGH Parties and each Transaction Document to which FelCor is a party and the consummation by AGH FelCor of the transactions contemplated by this Agreement to which the AGH Parties are a party hereunder and thereunder have been duly authorized by all necessary action the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and directed that this Agreement be submitted to a meeting of its stockholders for their consideration, and no other corporate proceedings on the part of FelCor or its stockholders are necessary to authorize any of the AGH Partiesforegoing, except for and subject to other than the AGH FelCor Stockholder Approval and the approvals set forth on Schedule 5.6(a) to the AGH Disclosure LetterApproval. This Agreement has and each Transaction Document to which FelCor is a party have been duly executed and delivered by the AGH Parties FelCor and constitutes a constitute valid and binding obligation obligations of the AGH PartiesFelCor, enforceable against the AGH Parties FelCor in accordance with and subject to its their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to the enforcement of creditors' rights and by general principles of equityequity (the foregoing exception, the "Bankruptcy Exception"). (b) Except as set forth in Schedule 5.6(b) 2.4 to the AGH FelCor Disclosure Letter, the execution and delivery by FelCor of this Agreement by the AGH Parties and each Transaction Document to which FelCor is a party do not, and the consummation of the transactions contemplated by this Agreement to which the AGH Parties are a party, including, without limitation, the Transactions, hereunder and thereunder and compliance by the AGH Parties FelCor with the provisions of this Agreement hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH FelCor or any AGH FelCor Subsidiary under, under (i) the AGH Charter, AGH FelCor Articles or the FelCor Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any AGH FelCor Subsidiary, including without limitation the FelCor Operating Partnership, each as amended or supplemented to the date of this Agreementsupplemented, (ii) any loan or credit agreement, note, bond, mortgage, indentureindenture or any other agreement evidencing, Indebtedness, reciprocal easement agreement, lease lease, management or other agreement, instrument, permit, concession, franchise instrument 8 17 or license Permit applicable to AGH FelCor or any AGH FelCor Subsidiary or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to AGH FelCor or any AGH FelCor Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that that, individually or in the aggregate would aggregate, could not reasonably be expected to (xA) have a AGH FelCor Material Adverse Effect or (yB) prevent or delay in any material respect the consummation of the transactions contemplated by this AgreementAgreement and the Transaction Documents or otherwise prevent FelCor from performing its obligations hereunder or thereunder in any material respect. 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 AGH FelCor or any AGH Subsidiary FelCor Subsidiary, including without limitation the FelCor Operating Partnership, in connection with the execution and delivery by FelCor of this Agreement or any of the Transaction Documents to which FelCor is a party or the consummation by the AGH Parties of any FelCor of the transactions contemplated by this Agreementhereunder or thereunder, except for (i) the filing with the SEC Securities and Exchange Commission (the "SEC") of (xA) a joint proxy statement relating to the approval by FelCor's stockholders and Bristol's stockholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (B) registration statements on appropriate forms under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as amended or supplemented from time to time, the "Registration Statement Statements"), and (yC) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transaction Documents and the transactions contemplated by this Agreementhereunder and thereunder, (ii) the acceptance for record filing of listing applications with the NYSE with respect to the Surviving Corporation Common Shares to be issued in the Merger, (iii) the filing of the Articles of Merger by the Departments, (iii) such filings as may be required in connection with the payment Department, the Certificate of Merger with the Secretary of State of the State of Delaware and other appropriate merger documents and filings with any transfer local recording office or authorities of other states in which FelCor or Bristol is qualified to do business, and gains taxes, (iv) the filing of a premerger notification and report form by AGH under the HSR Act if required by applicable law and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 5.6(a) or (b) 2.4 to the AGH FelCor Disclosure Letter or (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 could not reasonably be expected to prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or otherwise prevent AGH FelCor from performing their its obligations under this Agreement hereunder or thereunder in any material respect or have, individually or in the aggregate, a AGH FelCor Material Adverse Effect or a Bristol Material Adverse Effect.

Authority; Noncontravention; Consents. (a) AGH EQR has the requisite power and authority to enter into this Agreement and, subject to the requisite stockholder approval affirmative vote of holders of at least a majority of the outstanding EQR Common Shares entitled to vote thereon to approve the Merger (the "AGH STOCKHOLDER APPROVALSEQR Shareholder Approvals" and, together with the CapStar Stockholder Lexford Shareholder Approvals, the "STOCKHOLDER APPROVALSShareholder Approvals"), to consummate the transactions contemplated by this Agreement to which AGH is a party. Except as set forth on Schedule 5.6(a) to the AGH Disclosure Letter, the AGH OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by this Agreement to which AGH OP EQR is a party. The execution and delivery of this Agreement by the AGH Parties EQR and the consummation by AGH EQR of the transactions contemplated by this Agreement to which the AGH Parties are EQR is a party have been duly authorized by all necessary action on the part of the AGH PartiesEQR, except for and subject to the AGH Stockholder Approval and the approvals set forth on Schedule 5.6(a) to the AGH Disclosure LetterEQR Shareholder Approvals. This Agreement has been duly executed and delivered by the AGH Parties EQR and constitutes a valid and binding obligation of the AGH PartiesEQR, enforceable against the AGH Parties EQR in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 5.6(b) 3.5 to the AGH EQR Disclosure Letter, the execution and delivery of this Agreement by the AGH Parties EQR do not, and the consummation of the transactions contemplated by this Agreement to which the AGH Parties are a party, including, without limitation, the Transactions, by EQR and compliance by the AGH Parties EQR with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH EQR or any AGH EQR Subsidiary under, (i) the AGH Charter, AGH EQR Declaration or EQR Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any AGH other EQR Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to AGH which EQR or any AGH EQR 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 Laws applicable to AGH EQR or any AGH EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a AGH an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to AGH EQR or any AGH EQR Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the AGH Parties EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Proxy Statement, (y) the Registration Statement and (yz) 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 acceptance for record of the Articles of Merger by the DepartmentsDepartment, (iii) such filings as may be required in connection with the payment of any transfer and gains taxes, taxes and (iv) the filing of a premerger notification and report form by AGH under the HSR Act if required by applicable law and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 5.6(a) or (b) 3.5 to the AGH EQR Disclosure Letter or Letter, (B) as may be required under (yx) federal, state or local environmental laws or (zy) the"blue sky" the securities laws of various states, to the extent applicable State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent AGH EQR from performing their its obligations under this Agreement in any material respect or have, individually or in the aggregate, a AGH an EQR Material Adverse Effect. (c) For purposes of determining compliance with the Xxxx-Xxxxx Act, EQR 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) AGH MeriStar has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "AGH STOCKHOLDER APPROVALS" and, together with the CapStar MeriStar Stockholder Approvals, the "STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which AGH is a partyAgreement. Except as set forth on Schedule 5.6(a) to the AGH Disclosure Letter, the AGH MeriStar OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by this Agreement to which AGH OP is a partyAgreement. The execution and delivery of this Agreement by the AGH MeriStar Parties and the consummation by AGH the MeriStar Parties of the transactions contemplated by this Agreement to which the AGH Parties are a party have been duly authorized by all necessary action on the part of the AGH MeriStar Parties, except for and subject to the AGH MeriStar Stockholder Approval Approvals with respect to MeriStar and the approvals set forth on Schedule 5.6(a4.6(a) to the AGH MeriStar Disclosure Letter. This Agreement has been duly executed and delivered by the AGH MeriStar Parties and constitutes a valid and binding obligation of the AGH MeriStar Parties, enforceable against the AGH MeriStar Parties in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 5.6(b4.6(b) to the AGH MeriStar Disclosure Letter, the execution and delivery of this Agreement by the AGH MeriStar Parties do not, and the consummation of the transactions contemplated by this Agreement to which the AGH Parties are a party, (including, without limitation, the Transactions), and compliance by the AGH MeriStar Parties with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material substantive obligation or to loss of a material substantive benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH the MeriStar Parties or any AGH Subsidiary MeriStar Subsidiary, under, (i) the AGH MeriStar Charter, AGH the MeriStar Bylaws or the comparable charter charter, organizational documents, limited liability company agreement, partnership agreement or organizational documents or partnership or similar agreement other governing document (as the case may be) of any AGH MeriStar Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to AGH MeriStar or any AGH MeriStar Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to AGH MeriStar or any AGH Subsidiary MeriStar Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a AGH MeriStar Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to AGH or any AGH Subsidiary in connection with the execution and delivery of this Agreement by the MeriStar Parties or the consummation by the AGH MeriStar Parties of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of Securities and Exchange Commission (x) the Registration Statement and (y) such reports under Section 13(a"SEC") of the Exchange Act Proxy Statement (as may be required defined in connection with this Agreement and the transactions contemplated by this AgreementSection 7.1), (ii) the acceptance for record of the Articles of Merger by the DepartmentsDepartment, (iii) such filings as may be required in connection with the payment of any transfer and gains gain taxes, and (iv) the filing of a premerger notification and report form by AGH under the HSR Act if required by applicable law and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 5.6(aSchedules 4.6(a) or and (b) to the AGH MeriStar Disclosure Letter or Letter, (B) as may be required under (y) federal, state or local environmental or Tax laws or (z) the"blue the "blue sky" laws of various states, to the extent applicable applicable; or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent AGH the MeriStar Parties from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a AGH MeriStar Material Adverse Effect.

Authority; Noncontravention; Consents. (a) AGH Horizon has the requisite corporate power and authority to enter into this Agreement and the C&C/Xxxxxxx Agreements to which it is a party and, subject to the requisite stockholder shareholder approval of the Merger Mergers and the other transactions contemplated hereby requiring shareholder approval (the "AGH STOCKHOLDER APPROVALS" and, together with the CapStar Stockholder Horizon Shareholder Approvals, the "STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement and the C&C/Xxxxxxx Agreements to which AGH is a party. Except as set forth on Schedule 5.6(a) to the AGH Disclosure Letter, the AGH OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by this Agreement to which AGH OP Horizon is a party. The execution and delivery of this Agreement by Horizon and the AGH Parties C&C/Xxxxxxx Agreements to which Horizon is a party and the consummation by AGH Horizon of the transactions contemplated by this Agreement and the C&C/Xxxxxxx Agreements to which the AGH Parties are Horizon is a party have been duly authorized by all necessary action on the part of the AGH PartiesHorizon, except for and subject to the AGH Stockholder Approval Horizon Shareholder Approvals and the approvals set forth on Schedule 5.6(a) to the AGH Disclosure LetterHorizon Partner Approvals (as defined in Section 5.1(g)). This Agreement and the C&C/Xxxxxxx Agreements to which Horizon is a party each has been duly executed and delivered by the AGH Parties Horizon and constitutes a valid and binding obligation of the AGH PartiesHorizon, enforceable against the AGH Parties Horizon 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) Sky Merger has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Horizon/Subsidiary Merger and the Prime/Horizon Merger and the other transactions contemplated hereby requiring shareholder approval (the "Sky Merger Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Sky Merger is a party. The execution and delivery of this Agreement by Sky Merger and the consummation by Sky Merger of the transactions contemplated by this Agreement to which Sky Merger is a party have been duly authorized by all necessary action on the part of Sky Merger, except for and subject to the Sky Merger Shareholder Approval. This Agreement has been duly executed and delivered by Sky Merger and constitutes a valid and binding obligation of Sky Merger, enforceable against Sky Merger in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (c) Horizon Partnership and Newco LP each has the requisite partnership power and authority to enter into this Agreement and the C&C/Xxxxxxx Agreements to which Horizon Partnership or Newco LP is a party, subject to the requisite Horizon Partner Approvals and Newco LP Partner Approvals (as defined in Section 5.1(g)), to consummate the transactions contemplated by this Agreement and the C&C/Xxxxxxx Agreements to which Horizon Partnership or Newco LP is a party. The execution and delivery of this Agreement and the C&C/Xxxxxxx Agreements to which Horizon Partnership or Newco LP is a party by Horizon Partnership and Newco LP, and the consummation by Horizon Partnership and Newco LP of the transactions contemplated by this Agreement and the C&C/Xxxxxxx Agreements to which Horizon Partnership or Newco LP is a party, have been duly authorized by all necessary action on the part of Horizon Partnership and Newco LP, as applicable, except for and subject to the Horizon Shareholder Approvals, the Horizon Partner Approvals and Newco LP Partner Approvals. This Agreement and the C&C/Xxxxxxx Agreements to which Horizon Partnership or Newco LP is a party each has been duly executed and delivered by Horizon Partnership and Newco LP, as applicable, and constitutes a valid and binding obligation of Horizon Partnership and Newco LP, enforceable against Horizon Partnership and Newco LP 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. (d) Except as set forth in Schedule 5.6(b2.5(d)(1) to the AGH Horizon Disclosure Letter, the execution and delivery of this Agreement and the C&C/Xxxxxxx Agreements by the AGH Parties Horizon, Horizon Partnership and Sky Merger, as applicable, do not, and the consummation of the transactions contemplated by this Agreement and the C&C/Xxxxxxx Agreements to which the AGH Parties are Horizon, Horizon Partnership or Sky Merger is a party, including, without limitation, the Transactions, party and compliance by the AGH Parties Horizon, Horizon Partnership and Sky Merger with the provisions of this Agreement will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to material loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of AGH Horizon, Sky Merger or any AGH Horizon Subsidiary under, (i) the AGH Charter, AGH Horizon or Sky Merger Articles of Incorporation or the Horizon or Sky Merger Bylaws or the comparable charter or organizational documents or partnership partnership, operating, or similar agreement (as the case may be) of any AGH Horizon Subsidiary, each as amended or supplemented to the date of this Agreementsupplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to AGH Horizon or any AGH Horizon Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to AGH Horizon or any AGH Subsidiary Horizon Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a AGH Horizon Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by or with respect to AGH Horizon or any AGH Horizon Subsidiary in connection with the execution and delivery of this Agreement or the C&C/Xxxxxxx Agreements by Horizon or Horizon Partnership or the consummation by the AGH Parties of any Horizon or Horizon Partnership of the transactions contemplated by this AgreementAgreement or the C&C/Xxxxxxx Agreements, except for (i) the filing with the SEC Securities and Exchange Commission (the "SEC") of the Proxy Statement (xas defined in Section 5.1) the Registration Statement 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 AgreementAct, (ii) the acceptance for record of the Horizon/Subsidiary Articles of Merger by the DepartmentsMaryland Department and the Horizon/Subsidiary Certificate of Merger with the Michigan Department, (iii) the filing of the Delaware Certificate of Merger with the Delaware Secretary, (iv) the filing of the Prime/Horizon Articles or Merger with the Maryland Department, (v) such filings with and approvals of the NYSE to permit the Surviving Company Common Shares and/or Surviving Company Series B Preferred Shares that are to be issued pursuant to the Prime/Horizon Merger and the Horizon Stock Options to be listed on the NYSE, (vi) such filings as may be required in connection with the payment of any transfer and gains taxes, (iv) the filing of a premerger notification and report form by AGH under the HSR Act if required by applicable law taxes and (vvii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 5.6(a) or (b2.5(d)(2) to the AGH Horizon Disclosure Letter or Letter, (B) as may be required under (x) laws requiring transfer, recordation or gains tax filings, (y) federal, state or local environmental laws or (z) the"blue the "blue sky" laws of various states, to the extent applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or the C&C/Xxxxxxx Agreements or otherwise prevent AGH either Horizon or Horizon Partnership from performing their its obligations under this Agreement or the C&C/Xxxxxxx Agreements in any material respect or have, individually or in the aggregate, a AGH Horizon Material Adverse Effect. None of Sky Merger, Newco or Newco LP has entered into an agreement of any kind, including, but not limited to, any loan, credit or other debt agreements, employment agreements, benefit plans or stock option agreements, or pledge agreements except as contemplated by this Agreement.