Common use of Authorization; Validity and Effect of Agreement Clause in Contracts

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the adoption and approval of this Agreement by the shareholders of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby and the execution, delivery and performance of the Shareholders Agreements by the parties thereto. The Board of Directors of the Company has adopted for the purposes of Chapters 23B.11.010 and 23B.11.030 of the WBCL the plan of merger contained in this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby subject to the adoption and approval of the Agreement and the approval of the Merger by the requisite vote of the holders of Company Common Stock (such adoption and approval being the "Company Voting Proposal"). The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the adoption and approval of this Agreement and the approval of the Merger by the shareholders requisite vote of the Companyholders of the Company Common Stock, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby and the execution, delivery and performance of the Shareholders Agreements by the parties thereto. The Board of Directors of or the Company has adopted for the purposes of Chapters 23B.11.010 and 23B.11.030 of the WBCL the plan of merger contained in this AgreementTransactions. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) ). No consents are necessary under the Stockholders Agreement with respect to the execution and an implied covenant performance by the Company of good faith this Agreement and fair dealingthe consummation of the Merger. All necessary approvals of the general partner of the Operating Partnership have been obtained with respect to the Merger and the other transactions contemplated by this Agreement.

Authorization; Validity and Effect of Agreement. The Company has the requisite real estate investment trust and corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby subject to the adoption and approval of the Agreement and the Incorporation by the requisite vote of the holders of Company Common Shares (such votes being the "COMPANY VOTING PROPOSALS"). The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board of Directors of the Company and all other necessary real estate investment trust and corporate action on the part of the Company, other than the adoption and approval of this Agreement and the Incorporation by the shareholders requisite vote of the Companyholders of the Company Common Shares, and no other trust or corporate proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby and the execution, delivery and performance of the Shareholders Agreements by the parties thereto. The Board of Directors of or the Company has adopted for the purposes of Chapters 23B.11.010 and 23B.11.030 of the WBCL the plan of merger contained in this AgreementTransactions. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing).

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby subject to the adoption and approval of the Agreement and the approval of the Merger by the requisite vote of the holders of Company Common Stock (such adoption and approval being the “Company Voting Proposal”). The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the adoption and approval of this Agreement and the approval of the Merger by the shareholders requisite vote of the Companyholders of the Company Common Stock, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby and the execution, delivery and performance of the Shareholders Agreements by the parties thereto. The Board of Directors of or the Company has adopted for the purposes of Chapters 23B.11.010 and 23B.11.030 of the WBCL the plan of merger contained in this AgreementTransactions. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' ’ rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) ). No consents are necessary under the Stockholders Agreement with respect to the execution and an implied covenant performance by the Company of good faith this Agreement and fair dealingthe consummation of the Merger. All necessary approvals of the general partner of the Operating Partnership have been obtained with respect to the Merger and the other transactions contemplated by this Agreement.

Authorization; Validity and Effect of Agreement. The Company has the requisite real estate investment trust and corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby subject to the adoption and approval of the Agreement and the Incorporation by the requisite vote of the holders of Company Common Shares (such votes being the "Company Voting Proposals"). The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board of Directors of the Company and all other necessary real estate investment trust and corporate action on the part of the Company, other than the adoption and approval of this Agreement and the Incorporation by the shareholders requisite vote of the Companyholders of the Company Common Shares, and no other trust or corporate proceedings on the part of the Company are necessary to authorize this Agreement and the transactions contemplated hereby and the execution, delivery and performance of the Shareholders Agreements by the parties thereto. The Board of Directors of or the Company has adopted for the purposes of Chapters 23B.11.010 and 23B.11.030 of the WBCL the plan of merger contained in this AgreementTransactions. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing).