Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) Such Shareholder has the full and absolute right, capacity, power and authority to enter into this Agreement and each Related Document to which such Shareholder is or will be a party; this Agreement and each Related Document to which such Shareholder is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such Shareholder; and this Agreement and each Related Document is, or upon the execution and delivery thereof will be, the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by equitable principles of bankruptcy, fraudulent conveyance or insolvency laws affecting creditors' rights generally. (b) None of the execution, delivery or performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any benefit under, any term, condition or provision of any Contract to which such Shareholder is a party, or by which such Shareholder or its assets may be bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable to such Shareholder, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Shareholder, or on or against any capital stock of the Company, or give rise to any claim against the Company or Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party or the consummation by such Shareholder of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.

Authority; Noncontravention; Consents. (a) Such Shareholder The Company has the full and absolute right, capacity, requisite corporate power and authority to enter into this Agreement and each Related Document and, subject to which such Shareholder is or will be a party; approval of this Agreement by the vote of the holders of the Company Shares required to approve this Agreement and each Related Document the Transactions (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the Transactions to which such Shareholder the Company is or will be a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions to which the Company is a party have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of this Agreement pursuant to the Company Stockholder Approval. This Agreement has beenbeen duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Camden and Camden Sub, constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or upon other similar laws relating to or affecting creditors' rights generally or (ii) by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Except as set forth in SCHEDULE 3.1(d) to the Company Disclosure Letter, the execution and delivery thereof will be, duly and validly executed and delivered by such Shareholder; and this Agreement and each Related Document is, or upon the execution and delivery thereof will be, the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by equitable principles of bankruptcy, fraudulent conveyance or insolvency laws affecting creditors' rights generally. (b) None of the execution, delivery or performance by such Shareholder of this Agreement or by the Related Documents to which such Shareholder is or will be a party nor Company does not, and the consummation of the transactions contemplated hereby or thereby nor Transactions to which the Company is a party and compliance by such Shareholder the Company with any of the provisions hereof or thereof of this Agreement will (i) not, conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations contained in obligation or the to loss of any a material benefit under, any term, condition or provision result in the creation of any Contract Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Articles of Incorporation or the Bylaws of the Company or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company Subsidiary, each as amended or supplemented 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 which such Shareholder is a partythe Company or any 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") applicable to the Company or any Company Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect or (y) prevent the consummation of the Transactions. 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 which such Shareholder or its assets may be boundwith respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing by any conflictPerson in connection with any of the Transactions of a pre-merger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, violationas amended (the "HSR ACT"), defaultto the extent applicable, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to such Shareholder, which conflict or violation could prevent the consummation approval by the Company's stockholders and Camden's shareholders of the transactions contemplated by this Agreement (as amended or any supplemented from time to time, the "PROXY STATEMENT") and (y) such reports under Section 13(a) of the Related Documents to which such Shareholder is or will Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be a party or result required in an Encumbrance on or against any assets, rights or properties of such Shareholder, or on or against any capital stock of connection with this Agreement and the Company, or give rise to any claim against the Company or Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise transactions contemplated by --------------- this Agreement, no Permit(iii) the filing of Articles of Merger with the Secretary of State of the State of Nevada and the Certificate of Merger with the Secretary of State of the State of Delaware, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or privateiv) is such filings as may be required in connection with the executionpayment of any Transfer and Gains Taxes (as defined below) and (v) such other consents, delivery approvals, orders, authorizations, registrations, declarations and performance by such Shareholder filings (A) as are set forth in SCHEDULE 3.1(D) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various 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 or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the Related Documents to which such Shareholder is or will be aggregate, a party or the consummation by such Shareholder of the transactions contemplated hereby or therebyMaterial Adverse Effect. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.

Authority; Noncontravention; Consents. (a) Such Shareholder Each of Vornado and Vornado Sub has the full and absolute right, capacity, requisite corporate or other (as the case may be) power and authority to enter into this Agreement and each Related Document to consummate the transactions contemplated by this Agreement to which such Shareholder Vornado or Vornado Sub (as the case may be) is or will be a party; this Agreement and each Related Document to which such Shareholder is or will be a party has been, or upon the . The execution and delivery thereof will of this Agreement by each of Vornado and Vornado Sub and the consummation by each of Vornado and Vornado Sub of the transactions contemplated by this Agreement to which Vornado or Vornado Sub (as the case may be, ) is a party have been duly authorized by all necessary corporate or other (as the case may be) action on the part of each of Vornado and validly Vornado Sub. This Agreement has been duly executed and delivered by such Shareholder; each of Vornado and this Agreement Vornado Sub and each Related Document is, or upon the execution and delivery thereof will be, the constitutes a valid and binding obligation of such Shareholdereach of Vornado and Vornado Sub, enforceable against such Shareholder each of Vornado and Vornado Sub in accordance with its terms, except as enforceability such enforcement may be limited by equitable principles of bankruptcy, fraudulent conveyance (i) applicable bankruptcy or insolvency laws (or other laws affecting creditors' rights generally. ) or (bii) None general principles of equity. Except as set forth in SCHEDULE 3.1(D) to the executionVornado Disclosure Letter, the execution and delivery or performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party nor by each of Vornado and Vornado Sub do not, and the consummation of the transactions contemplated hereby by this Agreement to which Vornado or thereby nor Vornado Sub (as the case may be) is a party and compliance by such Shareholder each of Vornado and Vornado Sub with any of the provisions hereof or thereof of this Agreement will (i) not, conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations contained in obligation or the to loss of any a material benefit under, any term, condition or provision result in the creation of any Contract to which such Shareholder is a partyLien upon any of the properties or assets of Vornado, Vornado Sub, or by which such Shareholder any other Vornado Subsidiary under, (i) the Declaration of Trust, Articles of Incorporation or its assets Certificate of Organization (as the case may be boundbe) or By-laws or Operating Agreement (as the case may be) of Vornado and Vornado Sub or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other Vornado Subsidiary, except for any conflicteach as amended or supplemented to the date of this Agreement, violation, default, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Vornado, Vornado Sub or any other Vornado 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 Vornado, Vornado Sub or any other Vornado Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such Shareholderconflicts, which conflict violations, defaults, rights or violation could Liens that individually or in the aggregate would not (x) have a Vornado Material Adverse Effect or (y) prevent the consummation of the Transactions. 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 Vornado, Vornado Sub or any Vornado Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Vornado or Vornado Sub, as the case may be, of any of the transactions contemplated by this Agreement or any of the Related Documents to which such Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Shareholder, or on or against any capital stock of the Company, or give rise to any claim against the Company or Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party or the consummation by such Shareholder of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.,

Authority; Noncontravention; Consents. (a) Such Shareholder has the full and absolute right, capacity, power and authority to enter into this Agreement and each Related Document to which such Shareholder is or will be a party; this Agreement and each Related Document to which such Shareholder is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such Shareholder; and this Agreement and each Related Document is, or upon the execution and delivery thereof will be, the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by equitable principles of bankruptcy, fraudulent conveyance or insolvency laws affecting creditors' rights generally. (b) None of the execution, delivery or performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any benefit under, any term, condition or provision of any Contract to which such Shareholder is a party, or by which such Shareholder or its assets may be bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable to such Shareholder, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Shareholder, or on or against any capital stock of the Company, or give rise to any claim against the Company or Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party or the consummation by such Shareholder of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.

Authority; Noncontravention; Consents. (a) Such Shareholder Seller has the full and absolute corporate right, capacity, power and authority to enter into this Agreement and each Related Document to which such Shareholder Seller is or will be a party; this Agreement and each Related Document to which such Shareholder Seller is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such ShareholderSeller; and this Agreement and each Related Document is, or upon the execution and delivery thereof will be, the valid and binding obligation of such ShareholderSeller, enforceable against such Shareholder Seller in accordance with its terms, except as enforceability may be limited by equitable principles of bankruptcy, fraudulent conveyance or insolvency laws affecting creditors' rights generally. (b) None of Neither the execution, delivery or performance by such Shareholder Seller of this Agreement or the Related Documents to which such Shareholder Seller is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any benefit under, any term, condition or provision of any Contract to which such Shareholder Seller is a party, or by which such Shareholder Seller or its assets may be bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable to such ShareholderSeller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Shareholder Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such ShareholderSeller, or on or against any capital stock of the Company, or give rise to any claim against the Company or the Purchaser. (c) Except as set forth on Schedule 3.2(c) 5.3 or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Shareholder Seller of this Agreement or the Related Documents to which such Shareholder Seller is or will be a party or the consummation by such Shareholder Seller of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.

Authority; Noncontravention; Consents. (a) Such Shareholder Each Seller Party has the full and absolute right, capacity, requisite power and authority to enter into this Agreement and each Related Document the Escrow Agreement and to which such Shareholder is or will be a party; consummate the Partnership Interest Purchase and the other transactions contemplated by this Agreement and each Related Document other agreement contemplated hereby to which such Shareholder Seller Party is or will be a party has been, or upon the party. The execution and delivery thereof will be, of this Agreement and the Escrow Agreement by each Seller Party and the performance by each Seller Party of its obligations under this Agreement and each other agreement contemplated hereby to each Seller Party is a party have been duly authorized by all necessary action on the part of such Seller Party. Each of this Agreement and validly the Escrow Agreement has been duly executed and delivered by such Shareholder; each Seller Party and this Agreement and each Related Document is, or upon the execution and delivery thereof will be, the constitutes a valid and binding obligation of such Shareholdereach Seller Party, enforceable against such Shareholder each Seller Party in accordance with and subject to its terms, except as enforceability the same may be limited by equitable principles of bankruptcy, fraudulent conveyance insolvency, reorganization, moratorium or insolvency other laws affecting creditors' the rights generallyof creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. (b) None Except as set forth in Schedule 2.5(b) of the Seller Parties Disclosure Letter and except as may result from any facts or circumstances relating solely to Buyer (including, without limitation, its sources of financing), and assuming that all consents, approvals, authorizations and other actions set forth on Schedule 2.5(b) of the Seller Parties Disclosure Letter have been obtained and all filings and notifications set forth on Schedule 2.5(b) of the Seller Parties Disclosure Letter have been made, the execution, delivery or and performance by such Shareholder of this Agreement or and the Related Documents to which such Shareholder is or will be a party nor Escrow Agreement by each Seller Party does not, and the consummation of the transactions contemplated hereby or thereby nor by this Agreement and compliance by such Shareholder each Seller Party with any of the provisions hereof or thereof of this Agreement and the Escrow Agreement will (i) not, conflict with, or result in any violation of, require any consent, approval or cause a 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 any a right of termination, amendment, cancellation or acceleration of any obligations contained material obligation or result in or the loss creation of any benefit Lien upon any of the properties or assets of the Partnership or any Partnership Subsidiary under: (i) the charter or organizational documents or partnership, any term, condition or provision of any Contract to which such Shareholder is a partyoperating, or by which such Shareholder similar agreement (as the case may be) of the Seller Parties or its assets may be boundany Partnership Subsidiary, except for any conflictthe certificate of limited partnership of the Partnership and the Existing Partnership Agreement, violation, default, termination, amendment, cancellation each as amended or acceleration that is not material, or supplemented through the date hereof; (ii) violate any Law material loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to such Shareholderthe Seller Parties, which conflict the Partnership or violation could any Partnership 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 the Seller Parties, the Partnership or any Partnership Subsidiary, or their respective properties or assets, other than in the case of this clause (iii) any immaterial conflicts, violations, defaults, rights, loss or Liens that, individually or in the aggregate, would not reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement Agreement. No consent, approval, order or any of the Related Documents to which such Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Shareholderauthorization of, or on or against any capital stock of the Companyregistration, or give rise to any claim against the Company or Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of declaration or filing with, any Person federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (governmental or private) a “Governmental Entity”), is required by or with respect to the Seller Parties, the Partnership or any Partnership Subsidiary in connection with the execution, delivery and performance by such Shareholder of this Agreement or by the Related Documents to which such Shareholder is or will be a party Seller Parties or the consummation by such Shareholder the Seller Parties of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of by this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other ShareholderAgreement, except for such consents, approvals, orders, authorizations, registrations, declarations and filings (iA) agreements to which as are set forth in Schedule 2.5(b) of the Company is a party and Seller Parties Disclosure Letter, (iiB) agreements with respect to which no party toas may be required under (x) Laws requiring transfer, recordation or gains Tax filings (y) federal, state or local environmental Laws, or beneficiary of(z) the “blue sky” Laws of various states, is expected to be an employee the extent applicable, or officer (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the Company at transactions contemplated by this Agreement or immediately after otherwise prevent or delay the Effective TimeSeller Parties from performing its obligations under this Agreement in any material respect.

Authority; Noncontravention; Consents. (a) Such Shareholder The Company has all the full and absolute right, capacity, requisite power and authority to enter into this Agreement, each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, each Related Document to which it is a party and all related transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Document to which such Shareholder the Company is or will be a party; party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement and each Related Document to which the Company is a party has been duly and validly executed and delivered by the Company and this Agreement and each Related Document to which such Shareholder it is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such Shareholder; and this Agreement and each Related Document is, or upon the execution and delivery thereof will be, is the valid and binding obligation of such Shareholderthe Company, enforceable against such Shareholder the Company in accordance with its terms, except as such enforceability may be limited by equitable principles of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency other similar laws affecting the enforcement of creditors' ’ rights generallygenerally and general equitable principles. (b) None of Neither the execution, delivery or and performance by such Shareholder of this Agreement or and the Related Documents to which such Shareholder the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by such Shareholder the Company with any of the provisions provision hereof or thereof will will: (i) except as set forth on Schedule 6.2(b), 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 any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any benefit under, or result in the creation of any Encumbrance upon any asset of the Company, under any term, condition or provision of (a) the Fundamental Documents of the Company or (b) except as set forth on Schedule 6.2(b), any Contract to which such Shareholder the Company is a party, party or by which such Shareholder any of its properties or its assets may be are bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, ; or (ii) violate any Law Laws applicable to such Shareholderthe Company, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Subject Business or any of the Related Documents to which such Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Shareholder, or on or against any capital stock of the Company, or give rise to any claim against the Company or Purchaserits properties. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement6.2(c), no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any third party is required in connection with the execution, delivery and performance by such Shareholder the Company of this Agreement or the Related Documents to which such Shareholder the Company is or will be a party or the consummation by such Shareholder of the Merger or any of the other transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.

Authority; Noncontravention; Consents. (a) Such Shareholder Seller has the full and absolute legal right, capacity, power and authority to enter into this Agreement and each Related Document to which such Shareholder Seller is or will be a party; , this Agreement and each Related Document to which such Shareholder Seller is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such Shareholder; Seller, and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution and delivery thereof will be, the valid and binding obligation of such ShareholderSeller, enforceable against such Shareholder Seller in accordance with its their respective terms, except as enforceability may be limited by equitable principles of subject to applicable bankruptcy, insolvency, fraudulent conveyance or insolvency conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) None of Neither the execution, delivery or performance by such Shareholder Seller of this Agreement or the Related Documents to which such Shareholder Seller is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit under, any term, condition or provision of any Contract to which such Shareholder Seller is a party, or by which such Shareholder Seller or its assets may be bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, bound or (ii) violate any Law applicable to such ShareholderSeller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Shareholder Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such ShareholderSeller, or on or against any capital stock of the any Company, or give rise to any claim against the either Company or the Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Shareholder Seller of this Agreement or the Related Documents to which such Shareholder Seller is or will be a party or the consummation by such Shareholder Seller of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.

Authority; Noncontravention; Consents. (a) Such Shareholder ACT has the full and absolute right, capacity, requisite power and authority to enter into this Agreement and each Related Document and, subject to which such Shareholder is or will be a party; approval of this Agreement by the vote of the holders of the ACT Common Shares required to approve this Agreement and each Related Document the transactions contemplated hereby (the "ACT Shareholder Approval"), to consummate the transactions contemplated hereby to which such Shareholder ACT is or will be a party has been, or upon the party. The execution and delivery thereof will beof this Agreement by ACT and the consummation by ACT of the transactions contemplated hereby to which ACT is a party have been duly authorized by all necessary action on the part of ACT, subject to approval of this Agreement pursuant to the ACT Shareholder Approval. This Agreement has been duly and validly executed and delivered by such Shareholder; and this Agreement and each Related Document isACT and, or upon assuming the due authorization, execution and delivery thereof will behereof by ICH, the constitutes valid and binding obligation obligations of such ShareholderACT, enforceable against such Shareholder ACT in accordance with its terms, except as that such enforceability may be limited by equitable principles of (i) bankruptcy, fraudulent conveyance insolvency, reorganization, moratorium or insolvency other similar laws relating to or affecting creditors' rights generallygenerally or (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) None of Except as set forth in Schedule 3.4 to the executionACT Disclosure Letter, the execution and delivery or performance by such Shareholder of this Agreement or the Related Documents to which such Shareholder is or will be a party nor by ACT do not, and the consummation of the transactions contemplated hereby or thereby nor to which ACT is a party and compliance by such Shareholder ACT with any of the provisions hereof or thereof of this Agreement will (i) not, conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations contained in obligation or the to loss of any a material benefit under, any term, condition or provision result in the creation of any Contract Lien upon any of the properties or assets of ACT or any of its Subsidiaries under, (i) the declaration of trust or the bylaws of ACT or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any of its Subsidiaries, each as amended or supplemented 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 which ACT or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to ACT or any of its Subsidiaries, their respective properties or assets, other than, in the case of clause (ii) or (iii), any such Shareholder is conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a partyMaterial Adverse Effect on ACT or (y) prevent the consummation of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by which such Shareholder or with respect to ACT or any of its assets may be boundSubsidiaries in connection with the execution and delivery of this Agreement by ACT or the consummation by ACT of the transactions contemplated hereby, except for (i) the filing by any conflictPerson 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, violationas amended (the "HSR Act"), defaultto the extent applicable, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to such Shareholder, which conflict or violation could prevent the consummation approval by ACT's and ICH's shareholders of the transactions contemplated by this Agreement (as amended or any supplemented from time to time, the "Proxy Statement"), (y) a registration statement on Form S-4 (or other appropriate form) in connection with the registration of the Related Documents ACT Common Shares to which be issued in the Merger (as amended or supplemented from time to time, the "Registration Statement") and (z) such Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Shareholder, or on or against any capital stock reports under Section 13(a) of the CompanySecurities Exchange Act of 1934, or give rise to any claim against as amended (the Company or Purchaser. (c) Except "Exchange Act"), as set forth on Schedule 3.2(c) or otherwise contemplated by --------------- this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is may be required in connection with the execution, delivery and performance by such Shareholder of this Agreement and the transactions contemplated hereby, (iii) the filing of Maryland Articles of Merger with the State Department of Assessments and Taxation of Maryland and the Texas Articles of Merger with the County Clerk of the County of Dallas, Texas and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, licenses and filings (A) as are set forth in Schedule 3.4 to the ACT Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) the Related Documents to which such Shareholder is "blue sky" laws of various states or will be a party (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation by such Shareholder of any of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of otherwise prevent ACT from performing its obligations under this Agreement and each Related Document to which it is in any material respect or have, individually or in the aggregate, a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such ShareholderMaterial Adverse Effect on ACT. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to or --------------- bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time.