Authorization of Issuance of Securities; Conformity with Applicable Laws Sample Clauses

Authorization of Issuance of Securities; Conformity with Applicable Laws. The Securities to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale to or through the Manager, and all other outstanding shares of Capital Stock of the Company have been duly authorized; all outstanding shares of Capital Stock of the Company are, and, when the Securities have been delivered and paid for in accordance with this Agreement, such Securities will have been, validly issued, fully paid and non-assessable, have been, or will be, offered and sold in compliance with all applicable federal and state securities laws and will conform in all material respects to the description thereof contained in the Prospectus. Upon payment of the purchase price and delivery of the Securities in accordance herewith, the purchasers will receive good, valid and marketable title to the Securities, free and clear of all Liens. The form of the certificates, if any, to be used to evidence the Securities will be in substantially the form filed or incorporated by reference as an exhibit to the Registration Statement, is in due and proper form and complies with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the New York Stock Exchange, Inc. (the “NYSE”).

Authorization of Issuance of Securities; Conformity with Applicable Laws. (i) Authorization of the Securities. The Securities have been duly authorized by the Operating Partnership, and, at the Closing Date, will have been duly executed by the Operating Partnership and, when authenticated, issued and delivered in the manner provided for in the Indentures against payment of the purchase price therefor as provided in this Agreement, will constitute valid and legally binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms, except as may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of, the Indentures. With respect to the Operating Partnership, the Securities will rank pari passu with all unsecured and unsubordinated indebtedness of the Operating Partnership that is outstanding at the Closing Date or that may be incurred thereafter. (ii) Authorization of the Guarantees. The Guarantees have been duly authorized by the Company and, at the Closing Date, the notations of the Guarantees endorsed on the Securities issued at the Closing Date will have been duly executed by the Company and, when the Securities are authenticated, issued and delivered in the manner provided for in the Indentures against payment of the purchase price therefor as provided in this Agreement, the Guarantees will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by the Enforceability Exceptions, and such notations of the Guarantees will be in the form contemplated by the Indentures. With respect to the Company, the Guarantees will rank pari passu with all unsecured and unsubordinated indebtedness of the Company that is outstanding at the Closing Date or that may be incurred thereafter.

Authorization of Issuance of Securities; Conformity with Applicable Laws. (i) Authorization of the Securities. The Securities have been duly authorized by the Operating Partnership, and, at the Closing Date, will have been duly executed by the Operating Partnership and, when authenticated, issued and delivered in the manner provided for in the Indenture against payment of the purchase price therefor as provided in this Agreement, will constitute valid and legally binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms, except as may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of, the Indenture. With respect to the Operating Partnership, the Securities will rank pari passu with all unsecured and unsubordinated indebtedness of the Operating Partnership that is outstanding at the Closing Date or that may be incurred thereafter.