Common use of Authorization; Validity of Agreements Clause in Contracts

Authorization; Validity of Agreements. AVB has the requisite corporate power and authority to execute and deliver each of the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance by AVB of each of the Transaction Documents to which it is a party, and the consummation by AVB of the Contemplated Transactions, have been duly authorized by, and no other proceedings, actions or authorizations on the part of AVB or any holders of Equity Interests in it are necessary to authorize the execution and delivery by AVB of any Transaction Document to which it is a party or the consummation by AVB of the Contemplated Transactions. Each of the Transaction Documents to which AVB is a party has been duly executed and delivered by AVB, or will at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), be duly executed and delivered by AVB, and constitutes, or will constitute at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), the legal, valid and binding obligation of AVB, enforceable against AVB in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) general equitable principles.

Authorization; Validity of Agreements. AVB Each of the Equity Residential Parties has the requisite corporate trust power and authority to execute and deliver each of the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance by AVB the Equity Residential Parties of each of the Transaction Documents to which it is a party, and the consummation by AVB the Equity Residential Parties of the Contemplated Transactions, have been duly authorized by, and no other proceedings, actions or authorizations on the part of AVB any Equity Residential Party or any holders of Equity Interests Interest in it are necessary to authorize the execution and delivery by AVB each Equity Residential Party of any Transaction Document to which it is a party or the consummation by AVB the Equity Residential Parties of the Contemplated Transactions. Each of the Transaction Documents to which AVB either of the Equity Residential Parties is a party has been duly executed and delivered by AVBsuch Equity Residential Party, or will at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), be duly executed and delivered by AVBsuch Equity Residential Party, and constitutes, or will constitute at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), the legal, valid and binding obligation of AVBsuch Equity Residential Party, enforceable against AVB such Equity Residential Party in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) general equitable principles.

Authorization; Validity of Agreements. AVB LBHI has the requisite corporate power and authority to execute and deliver (or cause the applicable Xxxxxx Entity to execute and deliver) this Agreement and each of the other Transaction Documents Document to which it or any of the Xxxxxx Entities is a party and to consummate the Contemplated Transactionsperform its obligations hereunder and thereunder. The execution, delivery and performance by AVB LBHI of each this Agreement, the execution, delivery and performance by LBHI or any other Xxxxxx Entity of the any other Transaction Documents Document to which it LBHI or any other Xxxxxx Entity is a party, party and the consummation by AVB performance of LBHI’s and the Contemplated Transactions, other Xxxxxx Entities’ obligations hereunder and thereunder have been duly authorized byauthorized, and no other proceedings, actions or authorizations on any of their parts or on the part of AVB or any holders of Equity Interests in it them are necessary to authorize the execution in connection with such execution, delivery and delivery by AVB of performance (other than any Transaction Document to which it is a party such action or the consummation by AVB of the Contemplated Transactionsauthorization that has been taken or obtained). Each of the Transaction Documents to which AVB LBHI or any Xxxxxx Entity is a party has been duly executed and delivered by AVBdelivered, or will at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), be duly executed and delivered by AVBdelivered, and constitutes, or will constitute at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), as the case may be, its legal, valid and binding obligation of AVBobligation, enforceable against AVB it in accordance with its termsthe terms of such Transaction Document, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) general equitable principles.

Authorization; Validity of Agreements. AVB Seller has the requisite corporate partnership power and authority to execute and deliver each of the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance by AVB Seller of each of the Transaction Documents to which it is a party, and the consummation by AVB Seller of the Contemplated Transactions, have been duly authorized byby Seller, and no other proceedings, actions or authorizations on the part of AVB Seller or any holders of Equity Interests in it Seller are necessary to authorize the execution and delivery by AVB Seller of any Transaction Document to which it is a party or the consummation by AVB Seller of the Contemplated Transactions. Each of the Transaction Documents to which AVB Seller is a party has been duly executed and delivered by AVBSeller, or will at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), be duly executed and delivered by AVBSeller, and constitutes, or will constitute at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), the legal, valid and binding obligation of AVBSeller, enforceable against AVB Seller in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) general equitable principles.