Common use of Authorization, No Violations and Notices Clause in Contracts

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellers, and the consummation of the transactions contemplated hereby, have been duly authorized, adopted and approved by Sellers, as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers and is a valid and binding obligation enforceable against Sellers in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event, which, with the passage of time, the giving of notice, or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closing) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties or assets of any Seller, under any of the terms, conditions, or provisions of its organizational documents, as applicable, licenses, leases, agreements, or other instruments, or obligation to which Seller is a party, or by which Seller may be bound, or to which any Seller, any Property or any other Assets may be subject; (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Seller, or the Properties, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Seller, or the Properties or any of Sellers’ other assets. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by SellersFranchisor, and the consummation of the transactions contemplated hereby, have been duly authorized, adopted and approved by Sellers, Franchisor as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers Franchisor and is a valid and binding obligation enforceable against Sellers Franchisor in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any SellerFranchisor, and no Seller Franchisor is contemplating no such action. (b) Neither the execution, delivery, or performance by any Seller Franchisor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller Franchisor with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event, which, with the passage of time, the giving of notice, or both, would constitute a default default, except such mortgages or security documents with respect to a financing transaction that will be paid off at Closing) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties or assets of any SellerFranchisor, under any of the terms, conditions, or provisions of its organizational documents, as applicable, licenses, leases, agreements, or other instruments, or obligation to which Seller Franchisor is a party, or by which Seller Franchisor may be bound, or to which any Seller, any Property or any other Assets Franchisor may be subject; (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Seller, or the Properties, or any of Sellers’ other assetsFranchisor; or (iii) to Sellers’ Franchisor’s Knowledge, violate any statute, rule, or regulation applicable to any Seller, or the Properties or any of Sellers’ other assetsFranchisor. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributor, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, as necessarythe Contributor. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the Contributor and is a valid and binding obligation enforceable against Sellers him in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributor with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any Sellerthe LLC, under any of the terms, conditions, or provisions of, the Articles of its organizational documentsOrganization, as applicablethe LLC Operating Agreement, licensesor any note, leasesbond, agreementsmortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, or other instrumentsinstrument, or obligation to which Seller the LLC is a party, or by which Seller the LLC may be bound, or to which any Seller, any the LLC or the Property or any other Assets assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Contributor or compliance by the Contributor with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by SellersLodgeWorks, and the consummation of the transactions contemplated hereby, have been duly authorized, adopted and approved by SellersLodgeWorks, as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers LodgeWorks and is a valid and binding obligation enforceable against Sellers LodgeWorks in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any SellerLodgeWorks, and no Seller LodgeWorks is contemplating no such action. (b) Neither the execution, delivery, or performance by any Seller LodgeWorks of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller LodgeWorks with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event, which, with the passage of time, the giving of notice, or both, would constitute a default default, except such mortgages or security documents with respect to a financing transaction that will be paid off at Closing) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties or assets of any SellerLodgeWorks, under any of the terms, conditions, or provisions of its organizational documents, as applicable, licenses, leases, agreements, or other instruments, or obligation to which Seller LodgeWorks is a party, or by which Seller LodgeWorks may be bound, or to which any Seller, any Property or any other Assets LodgeWorks may be subject; (ii) to Seller’s LodgeWorks’ Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Seller, LodgeWorks or the Properties, or any of SellersLodgeWorks’ other assets; or (iii) to SellersLodgeWorks’ Knowledge, violate any statute, rule, or regulation applicable to any Seller, LodgeWorks or the Properties or any of SellersLodgeWorks’ other assets. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by each of the Sellers, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, the Sellers as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by each Sellers and is a valid and binding obligation enforceable against each and every Sellers in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller Sellers of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller any Sellers with any of the provisions hereof, will:, (i) except for the terms of the LLC's Existing Financing Documents (as defined in Section 3.10), the License (as defined in Section 3.25) and the LLC's liquor license, violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any Sellerthe LLC, under any of the terms, conditions, or provisions of, the Articles of its organizational documentsOrganization of such Sellers (if applicable), as applicablethe LLC Operating Agreement, licenseslicense, leaseslease, agreementsagreement, or other instrumentsinstrument, or obligation to which Seller the LLC is a party, or by which Seller the LLC may be bound, or to which any Seller, any the LLC or the Property or any other Assets assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Sellers or compliance by the Sellers with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by SellersSeller, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, the Seller as necessary. No other Seller proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers Seller and is a valid and binding obligation enforceable against Sellers Seller in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller with any of the provisions hereof, will:, (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event, which, with the passage of time, the giving of notice, or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any the Seller, under any of the terms, conditions, or provisions of, the Certificate of its organizational documentsLimited Partnership or Articles of Organization or Articles of Incorporation, as applicable, licensesof such Seller, leasesthe Limited Partnership Agreement or Operating Agreement, agreementsor Bylaws, as applicable, license, lease, agreement, or other instrumentsinstrument, or obligation to which the Seller is a party, or by which the Seller may be bound, or to which any Seller, any the Seller or the Property or any other Assets assets may be subject;subject with the exception of the Existing Franchise License and the Existing Financing; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe Seller or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Seller or compliance by the Seller with any of Sellers’ other assetsthe provisions hereof. (c) Each The Seller has conducted no business other than the ownership and operation of its respective Hotelthe Property.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributors, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, as necessarythe Contributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the Contributors and is a valid and binding obligation enforceable against Sellers them in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property, the assets of the Subject Company or assets of any Sellerthe Property Owner, under any of the terms, conditions, or provisions of, the Articles of its organizational documentsOrganization, as applicablethe Subject Company Operating Agreement, licensesthe Property Owner Operating Agreement or any note, leasesbond, agreementsmortgage, indenture, deed of trust, license, lease, agreement, or other instrumentsinstrument, or obligation to which Seller the Subject Company or the Property Owner is a party, or by which Seller the Subject Company or the Property Owner may be bound, or to which any Sellerthe Subject Company or the Property Owner or their respective properties or assets, any or the Property or any other Assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe Subject Company or the Property Owner, their respective properties or assets, or the Properties Property that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributors or compliance by the Contributors with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributors, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, as necessarythe Contributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the Contributors and is a valid and binding obligation enforceable against Sellers them in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property, the assets of the LLC or assets of any Sellerthe Property Owner, under any of the terms, conditions, or provisions of, the Articles of its organizational documentsOrganization, as applicablethe LLC Operating Agreement, licensesthe Property Owner Operating Agreement or any note, leasesbond, agreementsmortgage, indenture, deed of trust, license, lease, agreement, or other instrumentsinstrument, or obligation to which Seller the LLC or the Property Owner is a party, or by which Seller the LLC or the Property Owner may be bound, or to which any Sellerthe LLC or the Property Owner or their respective properties or assets, any or the Property or any other Assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe LLC or the Property Owner, their respective properties or assets, or the Properties Property that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributors or compliance by the Contributors with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributor, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, as necessarythe Contributor. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers Contributor and is a valid and binding obligation enforceable against Sellers him in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributor with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any Sellerthe LLC, under any of the terms, conditions, or provisions of, the Articles of its organizational documentsOrganization, as applicablethe LLC Operating Agreement, licensesor any note, leasesbond, agreementsmortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, or other instrumentsinstrument, or obligation to which Seller the LLC is a party, or by which Seller the LLC may be bound, or to which any Seller, any the LLC or the Property or any other Assets assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Contributor or compliance by the Contributor with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributors, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, as necessarythe Contributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the Contributors and is a valid and binding obligation enforceable against Sellers them in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any Sellerthe LLC, under any of the terms, conditions, or provisions of, the Articles of its organizational documentsOrganization, as applicablethe LLC Operating Agreement, licensesor any note, leasesbond, agreementsmortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, or other instrumentsinstrument, or obligation to which Seller the LLC is a party, or by which Seller the LLC may be bound, or to which any Seller, any the LLC or the Property or any other Assets assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Contributors or compliance by the Contributors with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributors, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellersthe partners, as necessarymanager(s) and board of directors of the Contributors for each Contributor which is a partnership, limited liability company or a non-profit corporation, business corporation or insurance company, respectively, to the extent required by each entities organizational documents and applicable law. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the entities and individuals set forth on Schedule 1 and is a valid and binding obligation enforceable against Sellers them in accordance with its terms. There are no actions , except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or proceedings pending similar laws relating to the enforcement of creditors' rights and remedies or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such actionby other equitable principles of general application. (b) Neither Except as set forth on Schedule 3.2(b), neither the execution, delivery, or performance by any Seller the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller with hereby and under any of the provisions hereof, document executed pursuant hereto will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage notice or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the Properties Real Property, Improvements, properties or assets of the Contributed Entities, or the breach of any Sellerright of first refusal, right of first offer, purchase option or other right to acquire any Real Property or Improvements under any of the terms, conditions, or provisions of its organizational documentsany note, as applicablebond, licensesmortgage, leasesindenture, agreementsdeed of trust, license, lease, agreement, or other instrumentsinstrument, or obligation to which Seller the Contributed Entities is a party, or by which Seller the Contributed Entities may be boundbound or affected, or to which any Seller, any the Contributed Entities or its properties or assets or the Real Property or any other Assets Improvements may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Seller, the Contributed Entities or its property or assets or the Properties Real Property or any of Sellers’ other assetsImprovements. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributors, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, as necessarythe Contributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the Contributors and is a valid and binding obligation enforceable against Sellers them in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property, the assets of the LP or assets of any Sellerthe LLC, under any of the terms, conditions, or provisions of, the Articles of its organizational documentsOrganization, as applicablethe LLC Operating Agreement, licensesthe Certificate of Limited Partnership, leasesthe LP Partnership Agreement or any note, agreementsbond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrumentsinstrument, or obligation to which Seller the LP or the LLC is a party, or by which Seller the LP or the LLC may be bound, or to which any Sellerthe LP or the LLC or their respective properties or assets, any or the Property or any other Assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe LP or the LLC, their respective properties or assets, or the Properties Property that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributors or compliance by the Contributors with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributor, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, as necessarythe Contributor. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the Contributor and is a valid and binding obligation enforceable against Sellers the Contributor in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributor with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any Sellerthe LP, under any of the terms, conditions, or provisions of, the Certificate of its organizational documentsLimited Partnership, as applicablethe LP Partnership Agreement, licensesor any note, leasesbond, agreementsmortgage, indenture, deed of trust, lease, agreement, or other instrumentsinstrument, or obligation to which Seller the LP is a party, or by which Seller the LP may be bound, or to which any Seller, any the LP or the Property or any other Assets assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe LP or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Contributor or compliance by the Contributor with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributors, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellersthe Contributors, as necessaryand the partners of the Contributors for those Contributors that are partnerships, and the shareholders of the Corporate Contributor, to the extent required by their organizational documents and applicable law. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers Shree, Kunj, Shanti III, Devi, JHS Trust, NHS Trust, Desfor, and SEL, and is a valid and binding obligation enforceable against Sellers them in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties properties or assets of any Sellerthe Partnership, under any of the terms, conditions, or provisions of, its Partnership, or any note, bond, mortgage, indenture, deed of its organizational documentstrust, as applicablelicense, licenseslease, leases, agreementsagreement, or other instrumentsinstrument, or obligation to which Seller the Partnership is a party, or by which Seller the Partnership may be bound, or to which any Seller, any Property the Partnership or any other Assets its properties or assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe Partnership or its property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Contributors or compliance by the Contributors with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the Sellers, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by the Sellers, as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers and is a valid and binding obligation enforceable against Sellers him in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller the Sellers of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller the Sellers with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any Sellerthe Partnership, under any of the terms, conditions, or provisions of, the Certificate of its organizational documentsLimited Partnership, as applicable, licenses, leases, agreementsthe Limited Partnership Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, organizational document or other instrumentsinstrument, or obligation to which Seller the Partnership or either of the Sellers is a party, or by which Seller the Partnership or either of the Sellers may be bound, or to which any Seller, any the Partnership or the Property or any other Assets assets of the Partnership or either of the Sellers may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellereither of the Sellers, the Partnership or the Properties Property that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Sellers or compliance by the Sellers with any of Sellers’ other assetsthe provisions hereof. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellersthe Contributor, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellersthe manager(s) and member(s) of the Contributor which is a limited liability company and board of directors and shareholders of the Contributor which is a corporation, as necessaryin each case to the extent required by each entity's organizational documents and applicable law. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers the Contributor and is a valid and binding obligation enforceable against Sellers it in accordance with its terms. There are no actions , except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or proceedings pending similar laws relating to the enforcement of creditors' rights and remedies or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such actionby other equitable principles of general application. (b) Neither Except as set forth on Schedule 3.2, neither the execution, delivery, or performance by any Seller the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller with hereby and under any of the provisions hereof, document executed pursuant hereto will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage notice or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the Properties or assets of any Seller, Contributor's Interests under any of the terms, conditions, or provisions of its organizational documentsany note, as applicablebond, licensesmortgage, leasesindenture, agreementsdeed of trust, license, lease, agreement, or other instrumentsinstrument, or obligation to which Seller any Origen Entity or such Contributor is a party, or by which Seller any Origen Entity or such Contributor may be boundbound or affected, or to which any Seller, any Property Origen Entity or any other Assets such Contributor or its properties or assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Seller, Origen Entity or the Properties its property or any of Sellers’ other assets or such Contributor or its property or assets. (c) Each Seller has conducted no business other than the ownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Sellers, and the consummation of the transactions contemplated hereby, have been duly authorized, adopted and approved by Sellers, Sellers as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers and is a valid and binding obligation enforceable against Sellers in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller with any of the provisions hereof, will:, (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event, which, with the passage of time, the giving of notice, or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties or assets of any SellerSellers, under any of the terms, conditions, or provisions of its organizational documentsCertificate of Limited Partnership, Articles of Organization, Articles of Incorporation, the Limited Partnership Agreement, Operating Agreement or Bylaws, as applicable, licenses, leases, agreements, or other instruments, or obligation to which Seller is a party, or by which Seller may be bound, or to which any Seller, any Property or any of its other Assets assets may be subjectsubject other than the Existing Franchise Licenses and the documents executed in connection with Sellers’ existing mortgage financings which will be fully discharged on the Closing Date; (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Seller, or the Properties, Properties or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Seller, or the Properties or any of Sellers’ other assets. (c) Each Seller has Sellers have conducted no business other than the ownership and operation of its respective Hotelthe Properties.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by SellersSeller, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by Sellers, the Seller as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Sellers Seller and is a valid and binding obligation enforceable against Sellers Seller in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by any Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by such Seller with any of the provisions hereof, will:, (i) except for the terms of the Seller's Existing Financing, the License and the liquor license, violate, conflict with, result in a breach of any provision of, constitute a default (or an eventevent that, which, with the passage or lapse of time, the giving of notice, time or both, would constitute a default except such mortgages or security documents with respect to a financing transaction that will be paid off at Closingdefault) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Properties Property or assets of any the Seller, under any of the terms, conditions, or provisions of, the Certificate of its organizational documentsLimited Partnership of such Seller (if applicable), as applicablethe Limited Partnership Agreement, licenseslicense, leaseslease, agreementsagreement, or other instrumentsinstrument, or obligation to which the Seller is a party, or by which the Seller may be bound, or to which any Seller, any the Seller or the Property or any other Assets assets may be subject;; or (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunction or decree applicable to any Sellerinjunction, or the Propertiesdecree, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to any Sellerthe Seller or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the Properties transactions contemplated hereby by the Seller or compliance by the Seller with any of Sellers’ other assetsthe provisions hereof. (c) Each The Seller has conducted no business other than the ownership and operation of its respective Hotelthe Property.