Common use of Authority of Target; No Breach By Agreement Clause in Contracts

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Target Common Stock, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders of any Target Entity, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective Assets where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure Memorandum, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Texas law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly duly, validly and validly unanimously authorized by the board of directors of Target, the board of directors of Target has resolved to recommend to Target’s shareholders this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of TargetTarget has been taken, subject to the approval and adoption of this Agreement by the holders of a majority two-thirds ( 2/3) of the outstanding shares of Target Common StockStock as contemplated by Section 7.1, which is the only stockholder shareholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject Subject to such requisite stockholder shareholder approval, and assuming the due authorization, execution and delivery by Buyer and Sub, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders shareholders of any Target Entity, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective Assets where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effectmaterial Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the NYSENASDAQ, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure Memorandum, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse EffectAuthorities, no notice to, filing with, or Consent of, any public body or authority is necessary for the execution and delivery of this Agreement and consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Texas law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly duly, validly and validly unanimously authorized by the board of directors of Target, the board of directors of Target has resolved to recommend to Target’s shareholders this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of TargetTarget has been taken, subject to the approval and adoption of this Agreement by the holders of a majority two-thirds (2/3) of the outstanding shares of Target Common StockStock as contemplated by Section 7.1, which is the only stockholder shareholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject Subject to such requisite stockholder shareholder approval, and assuming the due authorization, execution and delivery by Buyer and Sub, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders shareholders of any Target Entity, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective Assets where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effectmaterial Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the NYSENASDAQ, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure Memorandum, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse EffectAuthorities, no notice to, filing with, or Consent of, any public body or authority is necessary for the execution and delivery of this Agreement and consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and California law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target, subject to the adoption approval of this Agreement by the (i) holders of a majority of the outstanding shares of Target Common Stock, (ii) holders of at least a majority of the outstanding shares of Target Preferred Stock (voting on an as−converted to Target Common Stock basis) and (iii) holders of at least a majority of the outstanding shares of each series of the Target Preferred Stock (voting separately on an as−converted to Target Common Stock basis), as contemplated by Section 8.1, which is the only stockholder shareholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject Subject to such requisite stockholder shareholder approval, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders shareholders of any Target Entity, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b9.1(c), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective material Assets where such Default, (including any Buyer Entity or any failure Target Entity becoming subject to obtain such Consent is reasonably likely to have, individually or in liable for the aggregate, a payment of any Tax or any of the Assets owned by any Buyer Entity or any Target Material Adverse EffectEntity being reassessed or revalued by any Regulatory Authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the NYSE, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and and, other than with respect to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly perform this Agreement, and validly authorized by all necessary corporate action in with respect thereof on the part of Target, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Target Common StockMerger, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Targetupon the 1. This Agreement has been duly executed and delivered by Target and, subject Subject to such requisite stockholder approval, and assuming the due authorization, execution and delivery by Buyer, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s certificate of Incorporation incorporation or Bylaws bylaws or the certificate or articles of incorporation incorporation, bylaws or bylaws other governing instruments of any the Target Subsidiary Bank or any resolution adopted by the board of directors or the stockholders of any Target Entity, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective Assets where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effectmaterial Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules the DGCL, the Laws of the NYSEUnited States of America with respect to the Target Bank, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure Memorandum, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse EffectAuthorities, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and by the Target Bank of the Bank Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate limited liability company power and authority necessary to execute, deliver, and, other than with respect to consummation of the Merger, perform this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith and with respect to the consummation of the Merger, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate limited liability company action in respect thereof on the part of Target, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Target Common Stock, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms terms, except: (except in all cases i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws moratorium and other laws of general application affecting the enforcement of creditors' ’ rights generally and except that generally; (ii) as limited by laws relating to the availability of the equitable remedy of specific performance or performance, injunctive relief is subject or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law. The representations and warranties set forth in this Section 4.1(a) shall be made with respect to the discretion Original Merger Agreement as of the court before which any proceeding may be brought)Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date. (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will hereof will: (i) conflict with or result in a breach of any provision of Target's Certificate ’s Operating Agreement or other governing documents of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders of any Target Entity, or any; (ii) except as disclosed in Section 5.2 4.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any material Contract to which a Target Entity is a party or by which a Target Entity or any their properties are bound, or Permit of any Target Entity, where such Default ; or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b8.2(e), constitute or result in a Default under, or require any Consent pursuant to, any Law Law, Order, Permit or Order Contract applicable to any Target Entity or any of their respective Assets material Assets, except, in the case of clauses (ii) and (iii) above, where such DefaultDefault or Lien, or any the failure to obtain such Consent Consent, is not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect. The representations and warranties set forth in this Section 4.1(b) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, Laws and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consentssuch notices, filings, filings or notifications which, Consents which if not obtained or made, are could not reasonably likely be expected to have, individually or (A) result in the aggregate, a Target Material Adverse Effect, or (B) impair in any material respect the ability of the Parties to consummate the Merger contemplated hereby on a timely basis, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target's stockholders in accordance with this Agreement and Delaware law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target, subject to the adoption and approval of this Agreement by the holders of a majority of the outstanding shares of Target Common StockStock as contemplated by Section 8.2, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject Subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms terms; except as (except in all cases as i) such enforceability enforcement may be limited by applicable subject to any bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer or similar Laws affecting the enforcement of other laws, now or hereafter in effect, relating to or limiting creditors' rights generally generally, and except that (ii) the availability of the equitable remedy of specific performance or injunctive and injunction and other forms of equitable relief is may be subject to equitable defense, and to the discretion of the court before which any proceeding therefor may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's the Target Certificate of Incorporation or Target Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any currently effective resolution adopted by the board of directors or the stockholders of any Target Entity, or (ii) except as disclosed in Section 5.2 5.2(b) of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material Asset of any Target Entity under, any material Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)5.2(c) and Section 5.2(c) of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective material Assets where such Default, (including any Buyer Entity or any failure Target Entity becoming subject to obtain such Consent is reasonably likely or liable for the payment of any Tax or any of the Assets owned by any Buyer Entity or any Target Entity being reassessed or revalued by any Regulatory Authority) or, (iv) result in any Target stockholder having the right to haverequire Buyer to file a registration statement under the Securities Act with respect to shares of Buyer Common Stock or to require Buyer to include shares of Buyer Common Stock in any registration statement filed by Buyer with respect to any securities of Buyer, individually or except as provided in the aggregate, a Target Material Adverse EffectSection 3.5 of this Agreement. (c) Other than Except as set forth in Section 5.2(c) of the Target Disclosure Memorandum or in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the NYSE, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the United States Internal Revenue Service ("IRS") or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority or other Person is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement; other than such notices, filings, or consents that, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliverdeliver and, other than with respect to the Merger, perform this Agreement and with respect to the Merger, subject to obtaining the approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of the then outstanding shares of Target Common Stock (the "REQUISITE TARGET VOTE"), to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and each instrument required hereby to be executed and delivered by Target or any Target Subsidiary prior to or at the Effective Time and the consummation of the transactions contemplated herein, including the Merger, the OP Transfer, the OP Merger and the OP Distribution, have been duly and validly authorized by all necessary the Special Committee and the Board of Directors of Target (including, with respect to the OP Merger and the OP Distribution, on behalf of Target in its capacity as the general partner of the Target Operating Partnership, and with respect to the OP Transfer, on behalf of Target in its capacity as the sole stockholder of KPTPHC) and, except for obtaining the Requisite Target Vote, no other corporate action in respect thereof on the part of TargetTarget is necessary to authorize the execution, subject to the adoption of this Agreement delivery and performance by the holders of a majority of the outstanding shares of Target Common Stock, which is the only stockholder vote required for approval of this Agreement and the consummation by Target or any Target Subsidiary of the Merger by Targettransactions contemplated herein. This Agreement has been duly executed and delivered by Target and, subject to such requisite stockholder approval, this Agreement represents and is a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Each of the Special Committee and the Board of Directors of Target, upon the recommendation of the Special Committee, each at meetings duly called and held, has unanimously (i) determined that the Merger, this Agreement and the other transactions contemplated by this Agreement are fair to, advisable and in the best interests of, Target, (ii) approved the Merger, this Agreement and the other transactions contemplated by this Agreement including, on behalf of Target in its capacity as the general partner of the Target Operating Partnership, the OP Merger and the OP Distribution, and, on behalf of Target in its capacity as the sole stockholder of KPTPHC, the OP Transfer, (iii) resolved to recommend that the stockholders of Target vote to approve the Merger and this Agreement and (iv) adopted resolutions (1) approving the Merger and all of the other actions and transactions contemplated by this Agreement, with the consequences that the requirements for "business combinations" set forth in Sections 3-601 through 3-603 of the MGCL will not be applicable to the Merger, (2) approving the waiver of the provisions of Section 3.6 of the Stockholders Agreement to the extent applicable to the PSRT Contribution, the Merger, the Co-Investment Agreement, this Agreement and the other transactions contemplated by this Agreement, (3) exempting Buyer, PSRT, KI and each other Person that, as a result of the execution and delivery of the Merger Agreement, the Co-Investment Agreement and the performance of each such agreement, including the Merger and the PSRT Contribution, will Beneficially Own (as defined in the Charter of Target) or Contructively Own (as defined in the Charter of Target) shares of Equity Stock (as defined in the Charter of Target) or Common Stock (as defined in the Charter of Target) in excess of the Ownership Limit (as defined in the Charter of Target) from the application of the Ownership Limit (as defined in the Charter of Target) to the extent applicable to the PSRT Contribution, the Co-Investment Agreement the Merger, this Agreement and the other transactions contemplated by this Agreement, and (4) approving the waiver of any transfer restrictions in the Charter of Target or in any other document to the extent such restrictions may otherwise be applicable to the transfer of shares of Target Common Stock held by PSRT to Buyer pursuant to the PSRT Contribution immediately prior to the consummation of the Merger. Each of the Special Committee and the Board of Directors of Target have approved this Agreement, the Merger and the other transactions contemplated by this Agreement and taken all necessary actions to exempt the foregoing from any "fair price," "moratorium," "control share acquisition" or other similar state or federal anti-takeover statute or regulation, including any provision of the Maryland Business Combination Act, the Maryland Control Share Acquisition Act and Sections 3-801 through 3-805 of the MGCL (each, a "TAKEOVER STATUTE"). (c) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target or any Target Subsidiary of the transactions contemplated herebyhereby (including the OP Transfer, the OP Merger and the OP Distribution), nor compliance by Target and each Target Subsidiary (to the extent applicable thereto) with any of the provisions hereofhereof or of any instrument required to be executed and delivered by Target or any Target Subsidiary prior to or at the Effective Time, will (i) conflict with or result in a breach of any provision of Target's Certificate of Incorporation Charter or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders of any Target EntityBylaws, or (ii) except as disclosed in Section 5.2 4.2(c)(ii) of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of Target or any Target Entity Subsidiary under, any Contract or Permit of Target or any Target Entity, Subsidiary where such Default or Lien, or any failure to obtain such Consent, Consent will have or is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, or (iii) subject to receipt assuming that all consents, approvals, authorizations and other actions described in Section 4.2(d) have been obtained and all filings and obligations described in Section 4.2(d) have been made, except as disclosed in Section 4.2(c)(iii) of the requisite Consents referred to in Section 9.1(b)Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to Target or any Target Entity Subsidiary or any of their respective Assets Assets, where such Default, or any failure to obtain such Consent Consent, will have or is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect. (cd) Other than in connection or compliance with the provisions of the (i) any filings required by Securities Laws, applicable state corporate including, the filing with the SEC of a Transaction Statement on Schedule 13E-3 (as amended from time to time, the "SCHEDULE 13E-3"), (ii) the filing with the SEC and securities Laws, and rules NYSE of the NYSE, and other than Consents required from Regulatory Authorities Proxy Statement (as described defined in Section 5.2 7.1(a)), (iii) the acceptance for record of the Target Disclosure MemorandumArticles of Merger by the State Department of Assessments and Taxation of the State of Maryland and the filing of the Certificate of Merger (as defined in Section 7.12) with the Secretary of State of the State of Delaware, and other than (iv) notices to or filings with the United States Internal Revenue Service ("IRS") or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, (v) compliance with applicable requirements of state securities or under "blue sky" Laws, the HSR Act, rules and other than Consentsregulations of the NYSE and applicable requirements of Takeover Statutes and (vi) notices, filings, or notifications whichrecordations, declarations, registrations and actions that, if not obtained or made, are not reasonably likely to havewould not, individually or in the aggregate, reasonably be expected to result in a Target Material Adverse EffectEffect or prevent the Target from consummating the transactions contemplated hereby, no notice to, filing filing, recordation, declaration or registration with, action by or in respect of, or Consent of, any public body or authority Regulatory Authority is necessary for the execution and delivery of this Agreement by Target, the consummation by Target of the Merger and the other transactions contemplated in this Agreement and the compliance by Target with the applicable provisions of this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate limited liability company power and authority necessary to execute, deliver, and, other than with respect to consummation of the Merger, perform this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith and with respect to the consummation of the Merger, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate limited liability company action in respect thereof on the part of Target, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Target Common Stock, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms terms, except: (except in all cases i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws moratorium and other laws of general application affecting the enforcement of creditors' ’ rights generally and except that generally; (ii) as limited by laws relating to the availability of the equitable remedy of specific performance or performance, injunctive relief is subject to the discretion of the court before which any proceeding or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be brought)limited by applicable Law. (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will hereof will: (i) conflict with or result in a breach of any provision of Target's Certificate ’s Operating Agreement or other governing documents of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders of any Target Entity, or any; (ii) except as disclosed in Section 5.2 4.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any material Contract to which a Target Entity is a party or by which a Target Entity or any their properties are bound, or Permit of any Target Entity, where such Default ; or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b8.2(e), constitute or result in a Default under, or require any Consent pursuant to, any Law Law, Order, Permit or Order Contract applicable to any Target Entity or any of their respective Assets material Assets, except, in the case of clauses (ii) and (iii) above, where such DefaultDefault or Lien, or any the failure to obtain such Consent Consent, is not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, Laws and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consentssuch notices, filings, filings or notifications which, Consents which if not obtained or made, are could not reasonably likely be expected to have, individually or (A) result in the aggregate, a Target Material Adverse Effect, or (B) impair in any material respect the ability of the Parties to consummate the Merger contemplated hereby on a timely basis, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Alabama Law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target (including a determination by the board of directors of Target that this Agreement is advisable and in the best interests of Target’s shareholders), subject to the approval and adoption of this Agreement by the holders of a majority two-thirds (2/3) of the outstanding shares of Target Common StockStock as contemplated by Section 7. 1. Subject to the requisite shareholder approval, which is and assuming the only stockholder vote required for approval of this Agreement due authorization, execution and consummation of the Merger delivery by Target. This Agreement has been duly executed and delivered by Target and, subject to such requisite stockholder approvalBuyer, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s Articles of Incorporation or Bylaws or the certificate or articles of incorporation incorporation, bylaws or bylaws other governing instruments of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders shareholders of any Target Entity, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective Assets where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effectmaterial Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure Memorandum, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliverdeliver and, other than with respect to the Merger, perform this Agreement and with respect to the Merger, subject to obtaining the approval of the Merger by the affirmative vote of the holders of such percentage of the then outstanding shares of Target Common Stock as required by the MGCL and the Charter of Target, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Target Operating Partnership has the power and authority necessary to execute, deliver and, other than with respect to the OP Merger, perform this Agreement and with respect to the OP Merger, subject to obtaining the approval of the OP Merger by the affirmative vote of the holders of such percentage of the then outstanding Target OP Units as required by the DRULPA and the Target OP Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and each instrument required hereby to be executed and delivered by Target, Target Operating Partnership or any Target Subsidiary prior to or at the Merger Effective Time and the consummation of the transactions contemplated herein, including the Merger and the OP Merger, have been duly and validly authorized by all necessary corporate the Board of Directors of Target (including, with respect to the OP Merger, on behalf of Target in its capacity as the general partner of the Target Operating Partnership) and, except for obtaining the Requisite Target Vote, no other action in respect thereof on the part of TargetTarget or Target Operating Partnership is necessary to authorize the execution, subject to the adoption of this Agreement delivery and performance by the holders of a majority of the outstanding shares of Target Common Stock, which is the only stockholder vote required for approval or Target Operating Partnership of this Agreement and the consummation by Target, Target Operating Partnership or any Target Subsidiary of the Merger by Targettransactions contemplated herein. This Agreement has been duly executed and delivered by Target and Target Operating Partnership and, subject to such requisite stockholder approval, assuming this Agreement represents constitutes the legal, valid and binding obligation of Buyer, Buyer Acquisition Entity and Buyer Operating Partnership, is a legal, valid, and binding obligation of TargetTarget and Target Operating Partnership, enforceable against Target each of them in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) The Board of Directors of Target has (i) determined that the Merger, this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of Target, (ii) approved the Merger, this Agreement and the other transactions contemplated by this Agreement including, on behalf of Target in its capacity as the general partner of the Target Operating Partnership, the OP Merger, (iii) resolved to recommend that the stockholders of Target vote to approve the Merger and this Agreement and (iv) adopted resolutions approving the Merger and all of the other actions and transactions contemplated by this Agreement. (c) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target or any Target Subsidiary of the transactions contemplated herebyhereby (including the OP Merger), nor compliance by Target and each Target Subsidiary (to the extent applicable thereto) with any of the provisions hereofhereof or of any instrument required to be executed and delivered by Target or any Target Subsidiary prior to or at the Merger Effective Time, will (i) conflict with or result in a breach of any provision of Target's Certificate of Incorporation Charter or Bylaws or the certificate or articles of incorporation or bylaws any similar organizational document of any Target Subsidiary or any resolution adopted by the board of directors Order applicable to Target or the stockholders of any Target EntitySubsidiary or any of their respective Assets, or (ii) except as disclosed in Section 5.2 4.2(c)(ii) of the Target Disclosure Memorandum, constitute or result in a Default or any increased cost or loss of benefit to Target or any Target Subsidiary under, trigger any put, call, right of first refusal, right of first offer, "tag-along" or similar right under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of Target or any Target Subsidiary under, any Contract or Permit of Target or any Target Subsidiary where such Default or Lien, or any failure to obtain such Consent will have or is reasonably likely to (x) prevent or materially delay Target from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated hereby or (y) have, individually or in the aggregate, a Target Material Adverse Effect, or (iii) assuming that all consents, approvals, authorizations and other actions described in Section 4.2(d) have been obtained and all filings and obligations described in Section 4.2(d) have been made, except as disclosed in Section 4.2(c)(iii) of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, any Law applicable to Target or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity Subsidiary or any of their respective Assets Assets, where such Default, or any failure to obtain such Consent Consent, will have or is reasonably likely to (x) prevent or materially delay Target from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated hereby or (y) have, individually or in the aggregate, a Target Material Adverse Effect. (cd) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure Memorandum, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no No notice to, filing filing, recordation, declaration or registration with, action by or in respect of, or Consent of, any public body or authority Regulatory Authority is necessary for the execution and delivery of this Agreement by Target, the consummation by Target of the Merger and the other transactions contemplated in this AgreementAgreement and the compliance by Target with the applicable provisions of this Agreement other than (i) any filings required by Securities Laws, (ii) the filing with the SEC and AMEX of the Proxy Statement (as defined in Section 7.1(a)), (iii) the acceptance for record of the Articles of Merger by the State Department of Assessments and Taxation of Maryland and the filing of the LP Certificate of Merger with the Secretary of State of the State of Delaware, (iv) notices to or filings with the United States Internal Revenue Service ("IRS") or the Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plan sponsored or maintained by Target or a Target Subsidiary, (v) compliance with applicable requirements of state securities or "blue sky" Laws and the rules and regulations of the AMEX and (vi) notices, filings, recordations, declarations, registrations and actions that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to result in a Target Material Adverse Effect or prevent or materially delay the Target from consummating the transactions contemplated hereby.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Alabama Law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target (including a determination by the board of directors of Target that this Agreement is advisable and in the best interests of Target’s shareholders), subject to the approval and adoption of this Agreement by the holders of a majority two-thirds (2/3) of the outstanding shares of Target Common StockStock as contemplated by Section 7. 1. Subject to the requisite shareholder approval, which is and assuming the only stockholder vote required for approval of this Agreement due authorization, execution and consummation of the Merger delivery by Target. This Agreement has been duly executed and delivered by Target and, subject to such requisite stockholder approvalBuyer, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s Articles of Incorporation or Bylaws or the certificate or articles of incorporation incorporation, bylaws or bylaws other governing instruments of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders shareholders of any Target Entity, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective Assets where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effectmaterial Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of NASDAQ, the NYSEABCL and the MBCA, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure Memorandum, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse EffectAuthorities, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Each Target has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, and performance of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each Target, subject to including the adoption approval of this Agreement by the holders of a majority all of the outstanding shares of Target Common Stock, which is the only stockholder Shareholder vote or consent required for approval of this Agreement and consummation of the Merger by such Target. This Agreement has been duly executed and delivered by Target and, subject to such requisite stockholder approval, this Agreement each of the Transaction Documents represents a legal, valid, and binding obligation of each Target, enforceable against such Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement or the Transaction Documents by each Target, nor the consummation by such Target of the transactions contemplated herebyhereby or thereby, nor compliance by such Target with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provision of such Target's Certificate Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders Shareholders of any Target Entitysuch Target, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset used in, or necessary for, the operation of any the business of such Target Entity under, any Contract or Permit of any Target Entity, where such Default or LienTarget, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any such Target Entity or any of their its respective material Assets except where such Default, or any failure to obtain such Consent Default is not reasonably likely to have, individually or in the aggregate, have a Target Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by each Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliverexecute and deliver this Agreement, and each of the Target Entities has the corporate power and authority necessary to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target, subject . Subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Target Common Stock, which is the only stockholder vote required for requisite approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed ’s shareholders and delivered by Target and, subject to such requisite stockholder approvalany applicable Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary Entity or any resolution adopted by the board of directors or the stockholders shareholders of any Target EntityEntity that is currently in effect, or (ii) except as disclosed in Section 5.2 5.2(b) of the Target Disclosure MemorandumMemorandum or except to the extent it would not have a Target Material Adverse Effect, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) or except to the extent it would not have a Target Material Adverse Effect, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective its Assets (including any Purchaser Entity or Target Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Purchaser Entity or Target Entity being reassessed or revalued by any Taxing authority, except where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, Default would not have a Target Material Adverse Effect). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSEOver-the-Counter Bulletin Board, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and or the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliverdeliver and, other than with respect to the Merger, perform this Agreement, and, with respect to the Merger, upon the approval of this Agreement and the Merger by Target's shareholders in accordance with this Agreement and Georgia law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target, subject to the adoption approval of this Agreement by the holders of a majority of the outstanding shares of Target Common StockStock as contemplated by Section 9.1, which is the only stockholder shareholder vote that is required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject Subject to such requisite stockholder shareholder approval, this Agreement represents a legal, valid, valid and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders shareholders of any Target Entity, or (ii) except as disclosed in Section 5.2 6.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Sections 10.1(a) and 10.1(b) and clause (iii)(G) of Annex I, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Target Entity or any of their respective material Assets where such Default, (including any Buyer Entity or any failure Target Entity becoming subject to obtain such Consent is reasonably likely to have, individually or in liable for the aggregate, a payment of any Tax on any of the Assets owned by any Buyer Entity or any Target Material Adverse EffectEntity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the NYSEAMEX, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to consummation of the Merger, perform this Agreement and all other agreements, documents and instruments to be executed by it in connection herewith and with respect to the consummation of the Merger, upon the approval and adoption of this Agreement and the Merger by Target’s stockholders in accordance with this Agreement and applicable Law, including the DGCL, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target, subject to the approval and adoption of this Agreement by the holders of a majority of the outstanding shares of Target Common StockStock as contemplated by Section 8.1, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Target. This Agreement has been duly executed and delivered by Target and, subject Subject to such requisite stockholder approvalapproval of this Agreement, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Target, nor the consummation by Target of the transactions contemplated hereby, nor compliance by Target with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Target's Certificate ’s certificate of Incorporation incorporation or Bylaws bylaws or the certificate or articles of incorporation or bylaws or other governing documents of any Target Subsidiary or any resolution adopted by the board of directors or the stockholders of any Target EntitySubsidiary, or (ii) except as disclosed in Section 5.2 of the Target Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Target Entity under, any Contract or Permit of any Target Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b9.1(c), constitute or result in a Default under, or require any Consent pursuant to, any Law Law, Order, Permit or Order Contract applicable to any Target Entity or any of their respective Assets material Assets, except, in the case of clauses (ii) and (iii) above, where such DefaultDefault or Lien, or any the failure to obtain such Consent Consent, is not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities LawsLaws (including filing the Certificate of Merger pursuant to the DGCL), and the rules of the NYSEOTC Bulletin Board or Nasdaq, and other than Consents required from Regulatory Authorities as described in Section 5.2 of the Target Disclosure MemorandumAuthorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Target of the Merger and the other transactions contemplated in this Agreement.