Common use of Authorization; Validity of Agreements Clause in Contracts

Authorization; Validity of Agreements. Each of the Equity Residential Parties has the requisite 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 the Equity Residential Parties of each of the Transaction Documents to which it is a party, and the consummation by the Equity Residential Parties of the Contemplated Transactions, have been duly authorized by, and no other proceedings, actions or authorizations on the part of any Equity Residential Party or any holders of Equity Interest in it are necessary to authorize the execution and delivery by each Equity Residential Party of any Transaction Document to which it is a party or the consummation by the Equity Residential Parties of the Contemplated Transactions. Each of the Transaction Documents to which either of the Equity Residential Parties is a party has been duly executed and delivered by such 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 such 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 such Equity Residential Party, enforceable against 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. Each of the Equity Residential Parties Seller has the requisite trust 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 the Equity Residential Parties Seller of each of the Transaction Documents to which it is a party, and the consummation by the Equity Residential Parties Seller of the Contemplated Transactions, have been duly authorized byby Seller, and no other proceedings, actions or authorizations on the part of any Equity Residential Party Seller or any holders of Equity Interest Interests in it Seller are necessary to authorize the execution and delivery by each Equity Residential Party Seller of any Transaction Document to which it is a party or the consummation by the Equity Residential Parties Seller of the Contemplated Transactions. Each of the Transaction Documents to which either of the Equity Residential Parties Seller is a party has been duly executed and delivered by such Equity Residential PartySeller, 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 such Equity Residential PartySeller, 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 such Equity Residential PartySeller, enforceable against such Equity Residential Party 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.

Authorization; Validity of Agreements. Each of the Equity Residential Parties AVB has the requisite trust 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 the Equity Residential Parties AVB of each of the Transaction Documents to which it is a party, and the consummation by the Equity Residential Parties AVB of the Contemplated Transactions, have been duly authorized by, and no other proceedings, actions or authorizations on the part of any Equity Residential Party AVB or any holders of Equity Interest Interests in it are necessary to authorize the execution and delivery by each Equity Residential Party AVB of any Transaction Document to which it is a party or the consummation by the Equity Residential Parties AVB of the Contemplated Transactions. Each of the Transaction Documents to which either of the Equity Residential Parties AVB is a party has been duly executed and delivered by such Equity Residential PartyAVB, 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 such Equity Residential PartyAVB, 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 such Equity Residential PartyAVB, enforceable against such Equity Residential Party 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. Each of the Equity Residential Parties LBHI has the requisite trust 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 LBHI of this Agreement, the Equity Residential Parties execution, delivery and performance by LBHI or any other Xxxxxx Entity of each of the any other Transaction Documents Document to which it LBHI or any other Xxxxxx Entity is a party, party and the consummation by performance of LBHI’s and the Equity Residential Parties of 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 any Equity Residential Party or any holders of Equity Interest Interests in it them are necessary to authorize the execution in connection with such execution, delivery and delivery by each Equity Residential Party of performance (other than any Transaction Document to which it is a party such action or the consummation by the Equity Residential Parties of the Contemplated Transactionsauthorization that has been taken or obtained). Each of the Transaction Documents to which either of the Equity Residential Parties LBHI or any Xxxxxx Entity is a party has been duly executed and delivered by such Equity Residential Partydelivered, 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 such Equity Residential Partydelivered, 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 such Equity Residential Partyobligation, enforceable against such Equity Residential Party 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.