Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) CapStar has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "CAPSTAR STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which CapStar is a party, including without limitation, the Spin-Off Transaction. Except as set forth on Schedule 4.5(a) to the CapStar Disclosure Letter, the CapStar Partners have the requisite partnership power and authority to enter into this Agreement, and to consummate the transaction contemplated by this Agreement to which the CapStar Partners are a party. The execution and delivery of this Agreement by the CapStar Parties and the consummation by the CapStar Parties of the transactions contemplated by this Agreement to which the CapStar Parties are a party have been duly authorized by all necessary action on the part of the CapStar Parties, except for and subject to the CapStar Stockholder Approvals with respect to CapStar and the approvals set forth on Schedule 4.5(a). This Agreement has been duly executed and delivered by the CapStar Parties and constitutes a valid and binding obligation of the CapStar Parties, enforceable against the 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 4.5(b) to the CapStar Disclosure Letter, the execution and delivery of this Agreement by the CapStar Parties do not, and the consummation of the transactions contemplated by this Agreement to which the CapStar Parties are a party, including without limitation, the Transactions, and compliance by the CapStar 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 obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the CapStar Parties or any CapStar Subsidiary and, at the Effective Time, CapStar Hotel OP, under, (i) the 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 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 CapStar or any 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWS") applicable to CapStar or any 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 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 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 in connection with the execution and delivery of this Agreement by the CapStar Parties or the consummation by the CapStar Parties of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of the Proxy Statement (as defined in Section 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 gain taxes, (iv) the filing of a premerger notification and report form by CapStar under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (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 Schedules 4.5(a) and (b) to the CapStar Disclosure Letter, (B) as may be required under (y) federal, state or local environmental laws or (z) the "blue sky" laws of various states, to the extent applicable or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the CapStar Parties from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a 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) CapStar AGH has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "CAPSTAR AGH STOCKHOLDER APPROVALS" and, together with the CapStar Stockholder Approvals, the "STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which CapStar AGH is a party, including without limitation, the Spin-Off Transaction. Except as set forth on Schedule 4.5(a5.6(a) to the CapStar AGH Disclosure Letter, the CapStar Partners have AGH OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transaction transactions contemplated by this Agreement to which the CapStar Partners are AGH OP is a party. The execution and delivery of this Agreement by the CapStar AGH Parties and the consummation by the CapStar Parties AGH of the transactions contemplated by this Agreement to which the CapStar AGH Parties are a party have been duly authorized by all necessary action on the part of the CapStar AGH Parties, except for and subject to the CapStar AGH Stockholder Approvals with respect to CapStar Approval and the approvals set forth on Schedule 4.5(a)5.6(a) to the AGH Disclosure Letter. This Agreement has been duly executed and delivered by the CapStar AGH Parties and constitutes a valid and binding obligation of the CapStar AGH Parties, enforceable against the CapStar 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 4.5(b5.6(b) to the CapStar AGH Disclosure Letter, the execution and delivery of this Agreement by the CapStar AGH Parties do not, and the consummation of the transactions contemplated by this Agreement to which the CapStar AGH Parties are a party, including including, without limitation, the Transactions, and compliance by the CapStar AGH 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 the CapStar Parties AGH or any CapStar AGH Subsidiary and, at the Effective Time, CapStar Hotel OP, under, (i) the CapStar Charter or the CapStar AGH Charter, AGH Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any CapStar AGH 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 CapStar AGH or any CapStar 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWS") Laws applicable to CapStar AGH or any CapStar Subsidiary, 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 CapStar 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 federal, state Governmental Entity is required by or local government with respect to AGH or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required AGH Subsidiary in connection with the execution and delivery of this Agreement by the CapStar Parties or the consummation by the CapStar AGH Parties of any of the transactions contemplated by this Agreement, except for (i) the filing with the Securities SEC of (x) the Registration Statement and Exchange Commission (the "SEC"y) such reports under Section 13(a) of the Proxy Statement (Exchange Act as defined may be required in Section 7.1)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 gain gains taxes, (iv) the filing of a premerger notification and report form by CapStar AGH under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (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 Schedules 4.5(aSchedule 5.6(a) and or (b) to the CapStar AGH Disclosure Letter, Letter or (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 the CapStar Parties AGH from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a CapStar AGH 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) CapStar EQR has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval affirmative vote of at least a majority of the outstanding EQR Common Shares entitled to vote thereon to approve the Merger (the "CAPSTAR STOCKHOLDER APPROVALSEQR Shareholder Approvals" and, together with the Merry Land Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which CapStar EQR is a party, including without limitation, the Spin-Off Transaction. Except as set forth on Schedule 4.5(a) to the CapStar Disclosure Letter, the CapStar Partners have the requisite partnership power and authority to enter into this Agreement, and to consummate the transaction contemplated by this Agreement to which the CapStar Partners are a party. The execution and delivery of this Agreement by the CapStar Parties EQR and the consummation by the CapStar Parties EQR of the transactions contemplated by this Agreement to which the CapStar Parties are EQR is a party have been duly authorized by all necessary action on the part of the CapStar PartiesEQR, except for and subject to the CapStar Stockholder Approvals with respect to CapStar and the approvals set forth on Schedule 4.5(a)EQR Shareholder Approvals. This Agreement has been duly executed and delivered by the CapStar Parties EQR and constitutes a valid and binding obligation of the CapStar PartiesEQR, enforceable against the CapStar Parties EQR in accordance with and subject to its terms, A-19 182 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 4.5(b) 3.5 to the CapStar EQR Disclosure Letter, the execution and delivery of this Agreement by the CapStar Parties EQR do not, and the consummation of the transactions contemplated by this Agreement to which the CapStar Parties are EQR is a party, including without limitation, the Transactions, party and compliance by the CapStar Parties EQR with the provisions of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the CapStar Parties EQR or any CapStar EQR Subsidiary and, at the Effective Time, CapStar Hotel OP, under, (i) the CapStar Charter Second Amended and Restated Declaration of Trust or the CapStar Second Amended and Restated Bylaws of EQR or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any CapStar other EQR 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 CapStar EQR or any CapStar 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 CapStar EQR or any CapStar Subsidiary, EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not (x) have a CapStar an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state Governmental Entity is required by or local government with respect to EQR or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required EQR Subsidiary in connection with the execution and delivery of this Agreement by the CapStar Parties or the consummation by the CapStar Parties EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the Securities SEC of (x) the Proxy Statement and Exchange Commission (the "SEC"y) such reports under Section 13(a) of the Proxy Statement (Exchange Act as defined may be required in Section 7.1)connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record filing of the Articles of Merger by with the DepartmentsDepartment, (iii) the filing of the Certificate of Merger with the Secretary of State, (iv) such filings as may be required in connection with the payment of any transfer and gain taxes, (iv) the filing of a premerger notification and report form by CapStar under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), if required by applicable law gains taxes and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedules 4.5(a) and (b) Schedule 3.5 to the CapStar EQR Disclosure Letter, Letter or (B) as may be required under (yx) federal, state or local environmental laws or (zy) the "blue sky" securities laws of various states, to the extent applicable State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the CapStar Parties EQR from performing their its obligations under this Agreement in any material respect or have, individually or in the aggregate, a CapStar an EQR Material Adverse Effect:. (c) Schedule 4.5(cEQR is making no representation or warranty in this Section 3.5 with respect to any matters or approvals required for any Alternative Merger. (d) to For purposes of determining compliance with the CapStar Disclosure Letter sets forth all Hart-Xxxxx Xxx, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the approvals benefit 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")its shareholders.

Authority; Noncontravention; Consents. (a) CapStar FelCor has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "CAPSTAR STOCKHOLDER APPROVALSFelCor Stockholder Approval" and, together with the MeriStar Stockholder Approval, the "Stockholder Approvals"), to consummate the transactions contemplated by this Agreement to which CapStar is a party, including without limitation, the Spin-Off TransactionAgreement. Except as set forth on in Schedule 4.5(a5.5(a) to the CapStar FelCor Disclosure Letter, the CapStar Partners have FelCor OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transaction transactions contemplated by this Agreement to which the CapStar Partners are a partyAgreement. The execution and delivery of this Agreement by the CapStar FelCor Parties and the consummation by the CapStar FelCor Parties of the transactions contemplated by this Agreement to which the CapStar Parties are a party have been duly authorized by all necessary action on the part of the CapStar FelCor Parties, except for and subject to the CapStar FelCor Stockholder Approvals with respect to CapStar Approval and the approvals set forth on Schedule 4.5(a)5.5(a) to the FelCor Disclosure Letter. This Agreement has been duly executed and delivered by the CapStar FelCor Parties and constitutes a valid and binding obligation of the CapStar FelCor Parties, enforceable against the CapStar 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 4.5(b5.5(b) to the CapStar FelCor Disclosure Letter, the execution and delivery of this Agreement by the CapStar FelCor Parties do not, and the consummation of the transactions contemplated by this Agreement to which the CapStar Parties are a partyAgreement, including (including, without limitation, ,) the Transactions, and compliance by the CapStar FelCor 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 substantive obligation or to loss of a substantive benefit under, or result in the creation of any Lien upon any of the properties or assets of the CapStar FelCor Parties or any CapStar FelCor Subsidiary and, at the Effective Time, CapStar Hotel OP, under, (i) the CapStar Charter or the CapStar FelCor Charter, 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 CapStar FelCor 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 CapStar FelCor or any CapStar 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWS") Laws applicable to CapStar FelCor or any CapStar Subsidiary, 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 CapStar 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 federal, state Governmental Entity is required by or local government with respect to FelCor or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required FelCor Subsidiary in connection with the execution and delivery of this Agreement by the CapStar Parties or the consummation by the CapStar FelCor Parties of any of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") SEC of the Registration Statement and the Proxy Statement (as defined in Section 7.1)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 gain gains taxes, and (iv) the filing of a premerger notification and report form by CapStar under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (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 Schedules 4.5(aSchedule 5.5(a) and or (b) to the CapStar FelCor Disclosure Letter, Letter or (B) as may be required under (y) federal, state or local environmental or Tax laws or (z) the "blue sky" laws of various states, to the extent applicable applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the CapStar FelCor Parties from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a CapStar FelCor 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) CapStar ACT has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of this Agreement by the Merger vote of the holders of the ACT Common Shares required to approve this Agreement and the transactions contemplated hereby (the "CAPSTAR STOCKHOLDER APPROVALSACT Shareholder Approval"), to consummate the transactions contemplated by this Agreement hereby to which CapStar ACT is a party, including without limitation, the Spin-Off Transaction. Except as set forth on Schedule 4.5(a) to the CapStar Disclosure Letter, the CapStar Partners have the requisite partnership power and authority to enter into this Agreement, and to consummate the transaction contemplated by this Agreement to which the CapStar Partners are a party. The execution and delivery of this Agreement by the CapStar Parties ACT and the consummation by the CapStar Parties ACT of the transactions contemplated by this Agreement hereby to which the CapStar Parties are ACT is a party have been duly authorized by all necessary action on the part of the CapStar PartiesACT, except for and subject to approval of this Agreement pursuant to the CapStar Stockholder Approvals with respect to CapStar and the approvals set forth on Schedule 4.5(a)ACT Shareholder Approval. This Agreement has been duly executed and delivered by ACT and, assuming the CapStar Parties due authorization, execution and delivery hereof by ICH, constitutes a valid and binding obligation obligations of the CapStar PartiesACT, enforceable against the CapStar Parties ACT in accordance with and subject to its terms, subject to applicable except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights and generally or (ii) general principles of equityequity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except as set forth in Schedule 4.5(b) 3.4 to the CapStar ACT Disclosure Letter, the execution and delivery of this Agreement by the CapStar Parties ACT do not, and the consummation of the transactions contemplated by this Agreement hereby to which the CapStar Parties are ACT is a party, including without limitation, the Transactions, party and compliance by the CapStar Parties ACT with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the CapStar Parties ACT or any CapStar Subsidiary and, at the Effective Time, CapStar Hotel OP, of its Subsidiaries under, (i) the CapStar Charter declaration of trust or the CapStar Bylaws bylaws of ACT or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any CapStar Subsidiary, including, without limitation, the CapStar Hotel OPof its Subsidiaries, each as amended or supplemented to as of the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to CapStar ACT or any CapStar Subsidiary of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWSLaws") applicable to CapStar ACT or any CapStar Subsidiaryof its Subsidiaries, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss rights or Liens that individually or in the aggregate would not (x) have a CapStar Material Adverse Effect on ACT or (y) prevent the consummation of the transactions contemplated by this Agreement. Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITYGovernmental Entity"), is required by or with respect to ACT or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the CapStar Parties ACT or the consummation by the CapStar Parties ACT of the transactions contemplated by this Agreementhereby, except for (i) the filing by any Person in connection with any of the transactions contemplated hereby of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the Proxy Statement approval by ACT's and ICH's shareholders of the transactions contemplated by this Agreement (as defined in Section 7.1amended or supplemented from time to time, the "Proxy Statement"), (iiy) a registration statement on Form S-4 (or other appropriate form) in connection with the acceptance for record registration of the Articles of ACT Common Shares to be issued in the Merger by (as amended or supplemented from time to time, the Departments, "Registration Statement") and (iiiz) such filings 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 payment of any transfer and gain taxestransactions contemplated hereby, (iviii) the filing of a premerger notification Maryland Articles of Merger with the State Department of Assessments and report form by CapStar under Taxation of Maryland and the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act Texas Articles of 1976Merger with the County Clerk of the County of Dallas, as amended (the "HSR ACT"), if required by applicable law Texas and (viv) such other consents, approvals, orders, authorizations, registrations, declarations declarations, licenses and filings (A) as are set forth in Schedules 4.5(a) and (b) Schedule 3.4 to the CapStar ACT Disclosure Letter, (B) as may be required under (yx) federal, state or local environmental laws or (zy) the "blue sky" laws of various states, to the extent applicable states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement hereby or otherwise prevent the CapStar Parties ACT from performing their its obligations under this Agreement in any material respect or have, individually or in the aggregate, a 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")Effect on ACT.

Authority; Noncontravention; Consents. (a) CapStar MeriStar has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "CAPSTAR STOCKHOLDER APPROVALSMeriStar Stockholder Approvals"), to consummate the transactions contemplated by this Agreement to which CapStar is a party, including without limitation, the Spin-Off TransactionAgreement. Except as set forth on Schedule 4.5(a) to the CapStar Disclosure Letter, the CapStar Partners have MeriStar OP has the requisite partnership power and authority to enter into this Agreement, and to consummate the transaction transactions contemplated by this Agreement to which the CapStar Partners are a partyAgreement. The execution and delivery of this Agreement by the CapStar MeriStar Parties and the consummation by the CapStar MeriStar Parties of the transactions contemplated by this Agreement to which the CapStar Parties are a party have been duly authorized by all necessary action on the part of the CapStar MeriStar Parties, except for and subject to the CapStar MeriStar Stockholder Approvals with respect to CapStar MeriStar and the approvals set forth on Schedule 4.5(a)4.6(a) to the MeriStar Disclosure Letter. This Agreement has been duly executed and delivered by the CapStar MeriStar Parties and constitutes a valid and binding obligation of the CapStar MeriStar Parties, enforceable against the CapStar 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 4.5(b4.6(b) to the CapStar MeriStar Disclosure Letter, the execution and delivery of this Agreement by the CapStar MeriStar Parties do not, and the consummation of the transactions contemplated by this Agreement to which the CapStar Parties are a party(including, including without limitation, the Transactions), and compliance by the CapStar MeriStar 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 substantive obligation or to loss of a substantive benefit under, or result in the creation of any Lien upon any of the properties or assets of the CapStar MeriStar Parties or any CapStar Subsidiary and, at the Effective Time, CapStar Hotel OPMeriStar Subsidiary, under, (i) the CapStar Charter or MeriStar Charter, the CapStar 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 CapStar MeriStar 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 CapStar MeriStar or any CapStar 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWSLaws") applicable to CapStar MeriStar or any CapStar 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 CapStar 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 ENTITYGovernmental Entity"), is required in connection with the execution and delivery of this Agreement by the CapStar MeriStar Parties or the consummation by the CapStar MeriStar Parties of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of the Proxy Statement (as defined in Section 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 gain taxes, and (iv) the filing of a premerger notification and report form by CapStar under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (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 Schedules 4.5(a4.6(a) and (b) to the CapStar MeriStar Disclosure Letter, (B) as may be required under (y) federal, state or local environmental or Tax laws or (z) the "blue sky" laws of various states, to the extent applicable applicable; or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the CapStar MeriStar Parties from performing their obligations under this Agreement in any material respect or have, individually or in the aggregate, a CapStar MeriStar 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").