Common use of Authorization of the Transactions under the Purchase Agreement and Related Transactions Clause in Contracts

Authorization of the Transactions under the Purchase Agreement and Related Transactions. The Members have determined that it is in the best interests of the Company to acquire the interests in the Archstone Residual Assets and Subsidiary Entities and to assume or succeed to the obligations with respect to the Assumed Archstone Liabilities in accordance with Schedule E, all in accordance with the Purchase Agreement and the Buyers Agreement, and to consummate the closing under the Purchase Agreement, the transactions relating to the assumption of indebtedness and guaranties referenced in the Buyers Agreement and all transactions related thereto. The Members have approved the form, terms and provisions of the bills of sale, assignments and other transfer and other instruments by which such acquisition and other transactions are to occur, as well as the other documents identified on Schedule AA. The execution and delivery by the ERP Member or AVB Member as a Member or Designated Manager on behalf of the Company (whether in its individual capacity or in its capacity, after giving effect to the Initial Closing, as the member or manager of any Subsidiary Entity) of any such bills of sale, assignments, other transfer instruments and other documents identified on Schedule AA shall constitute the binding act of the Company (and as applicable, such Subsidiary Entity) in all respects, and all such bills of sale, assignments, other transfer and other instruments, and other documents identified on Schedule AA, are hereby approved, adopted and confirmed in all respects. The ERP Member and the AVB Member each in its capacity as a Member or Designated Manager is also hereby authorized on behalf of the Company (whether in its individual capacity or in its capacity, after giving effect to the Initial Closing (as defined in the Purchase Agreement), as the member or manager of any Subsidiary Entity) to do or cause to be done any and all such acts or things and to execute and deliver any and all such further documents and papers as it may deem necessary or appropriate to carry out the full intent and purpose of the authorizations in this Section 4.14 connection with the consummation of the transactions under the Purchase Agreement by which the Company will acquire the interests in the Archstone Residual Assets and Subsidiary Entities and assume or succeed to the obligations with respect to the Assumed Archstone Liabilities in accordance with Schedule E and all transactions related thereto, and, to the extent that ERP Member or AVB Member in its capacity as a Member or Designated Manager has already done any actions or things to effectuate the consummation of such transactions or any other purposes of the authorizations in this Section 4.14, the doing of such actions is hereby ratified, approved, confirmed and adopted in all respects. Any such documents executed or actions taken by a Member in the purported capacity of a “Designated General Administrative Co-Manager” of the Company shall be deemed for all purposes to have been executed or taken by it in its capacity as a Designated Manager, shall constitute the binding act of the Company (and as applicable, such Subsidiary Entity) in all respects, and are hereby approved, adopted and confirmed in all respects.

Authorization of the Transactions under the Purchase Agreement and Related Transactions. The Members have determined that it is in the best interests of the Company to acquire the interests in the Archstone Residual Company Assets and Subsidiary Entities and to assume or succeed to the obligations with respect to the Assumed Archstone Liabilities in accordance with Schedule EEntities, all in accordance with the Purchase Agreement and the Buyers Agreement, and to consummate the closing under the Purchase Agreement, the transactions relating to the assumption of indebtedness and guaranties referenced in the Buyers Agreement and all transactions related thereto. The Members have approved the form, terms and provisions of the bills of sale, assignments and other transfer and other instruments by which such acquisition and other transactions are to occur, as well as the other documents identified on Schedule AA. H. The execution and delivery by the ERP Member or AVB Member as a Member or Designated Manager on behalf of the Company (whether in its individual capacity or in its capacity, after giving effect to the Initial ClosingClosing (as defined in the Buyer’s Agreement), as the member or manager of any Subsidiary Entity) of any such bills of sale, assignments, other transfer instruments and other documents identified on Schedule AA H shall constitute the binding act of the Company (and as applicable, such Subsidiary Entity) in all respects, and all such bills of sale, assignments, other transfer and other instruments, and other documents identified on Schedule AAH, are hereby approved, adopted and confirmed in all respects. The ERP Member and the AVB Member each in its capacity as a Member or Designated Manager is also hereby authorized on behalf of the Company (whether in its individual capacity or in its capacity, after giving effect to the Initial Closing (as defined in the Purchase Agreement)Closing, as the member or manager of any Subsidiary Entity) to do or cause to be done any and all such acts or things and to execute and deliver any and all such further documents and papers as it may deem necessary or appropriate to carry out the full intent and purpose of the authorizations in this Section 4.14 connection with the consummation of the transactions under the Purchase Agreement by which the Company will acquire the interests in the Archstone Residual Company Assets and Subsidiary Entities and assume or succeed to the obligations with respect to the Assumed Archstone Liabilities in accordance with Schedule E and all transactions related thereto, and, to the extent that ERP Member or AVB Member in its capacity as a Member or Designated Manager has already done any actions or things to effectuate the consummation of such transactions or any other purposes of the authorizations in this Section 4.14, the doing of such actions is hereby ratified, approved, confirmed and adopted in all respects. Any such documents executed or actions taken by a Member in of the purported capacity of a “Designated General Administrative Co-Manager” of the Company shall be deemed for all purposes to have been executed or taken by it in its capacity as a Designated Manager, shall constitute the binding act of the Company (and as applicable, such Subsidiary Entity) in all respects, and are hereby approved, adopted and confirmed in all respects.

Authorization of the Transactions under the Purchase Agreement and Related Transactions. The Members have determined that it is in the best interests of the Company to acquire the interests in the Archstone Residual Company Assets and Subsidiary Entities and to assume or succeed to the obligations with respect to the Assumed Archstone Liabilities in accordance with Schedule EEntities, all in accordance with the Purchase Agreement and the Buyers Agreement, and to consummate the closing under the Purchase Agreement, the transactions relating to the assumption of indebtedness and guaranties referenced in the Buyers Agreement and all transactions related thereto. The Members have approved the form, terms and provisions of the bills of sale, assignments and other transfer and other instruments by which such acquisition and other transactions are to occur, as well as the other documents identified on Schedule AA. F. The execution and delivery by the ERP Member or AVB any Member as a Member or Designated Manager Member on behalf of the Company (whether in its individual capacity or in its capacity, after giving effect to the Initial ClosingClosing (as defined in the Buyers Agreement, as the member or manager of any Subsidiary Entity) of any such bills of sale, assignments, other transfer instruments and other documents identified on Schedule AA F shall constitute the binding act of the Company (and as applicable, such Subsidiary Entity) in all respects, and all such bills of sale, assignments, other transfer and other instruments, and other documents identified on Schedule AAF, are hereby approved, adopted and confirmed in all respects. The ERP Any Member and the AVB Member each in its capacity as a Member or Designated Manager Member is also hereby authorized on behalf of the Company (whether in its individual capacity or in its capacity, after giving effect to the Initial Closing (as defined in the Purchase Agreement)Closing, as the member or manager of any Subsidiary Entity) to do or cause to be done any and all such acts or things and to execute and deliver any and all such further documents and papers as it may deem necessary or appropriate to carry out the full intent and purpose of the authorizations in this Section 4.14 in connection with the consummation of the transactions under the Purchase Agreement by which the Company will acquire the interests in the Archstone Residual Company Assets and Subsidiary Entities and assume or succeed to the obligations with respect to the Assumed Archstone Liabilities in accordance with Schedule E and all transactions related thereto, and, to the extent that ERP Member or AVB any Member in its capacity as a Member or Designated Manager Member has already done any actions or things to effectuate the consummation of such transactions or any other purposes of the authorizations in this Section 4.14, the doing of such actions is hereby ratified, approved, confirmed and adopted in all respects. Any such documents executed or actions taken by a Member in of the purported capacity of a “Manager” or “Designated General Administrative Co-Manager” of the Company shall be deemed for all purposes to have been executed or taken by it in its capacity as a Designated ManagerMember, shall constitute the binding act of the Company (and as applicable, such Subsidiary Entity) in all respects, and are hereby approved, adopted and confirmed in all respects.