Due Authorization; Approvals. The execution and delivery of this Agreement and the Transaction Documents to which the Manager is a party, and the performance by the Manager of the Transactions contemplated to be performed by it, have been approved by all necessary limited liability company action or other proceedings on the part of the Manager. This Agreement has been duly executed and delivered by an authorized person on behalf of the Manager and constitutes the legal, valid and binding agreement of the Manager enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.
Due Authorization; Approvals. The execution and delivery of this Agreement and the Transaction Documents to which the Contributor is a party, and the performance by the Contributor of the Transactions contemplated to be performed by it, have been approved by all necessary partnership action or other proceedings on the part of the Contributor. This Agreement has been duly executed and delivered by an authorized person on behalf of the Contributor and constitutes the legal, valid and binding agreement of the Contributor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws affecting enforcement of creditors’ rights and to general principles of equity (the “Enforceability Exceptions”).
Due Authorization; Approvals. This Agreement has been duly authorized, executed and delivered by the REIT and constitutes the legal, valid and binding agreement of the REIT enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. Other than the REIT Stockholder Approval, the execution and delivery of this Agreement and the Transaction Documents to which the REIT is a party and the performance by the REIT of the Transactions have been approved, to the extent applicable, by the stockholders and directors of the REIT and no other corporate or other proceedings on the part of the REIT is necessary to authorize the execution and delivery by the REIT, of this Agreement or the Transaction Documents to which the REIT is a party or the performance by the REIT of the Transactions. Upon their execution, the Transaction Documents to which the REIT is a party will be duly executed and delivered by the REIT and will constitute valid and binding obligations of the REIT, enforceable against the REIT in accordance with their respective terms, subject to the Enforceability Exceptions. Subject to obtaining the REIT Stockholder Approval and the related filing by the REIT, and approval by the New York Stock Exchange ("NYSE"), of all Supplemental Listing Applications required to be filed pursuant to the rules of the NYSE with respect to the issuance of any of the REIT Stock, (i) neither the execution, delivery, nor performance of this Agreement by the REIT, nor any action or omission on the part of the REIT required pursuant hereto, nor the consummation of the Transactions by the REIT will (A) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the REIT, or (B) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement (other than the Advisory Agreements), instrument or other material document to which the REIT is a party, or give any Person the right to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement; and (ii) the REIT is not, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.
Due Authorization; Approvals. This Agreement has been duly authorized, executed and delivered by the REIT and the OP and constitutes the legal, valid and binding agreement of the REIT and the OP enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. Other than the REIT Shareholder Approval, the execution and delivery of this Agreement and the Transaction Documents to which the REIT or the OP is a party and the performance by the REIT and the OP of the Transactions have been approved, to the extent applicable, by the shareholders and partners of the REIT and the OP and no other corporate or other proceedings on the part of the REIT or the OP is necessary to authorize the execution and delivery by the REIT or the OP, as applicable, of this Agreement or the Transaction Documents to which the REIT or the OP is a party or the performance by the REIT and the OP of the Transactions. Upon their execution, the Transaction Documents to which the REIT or the OP is a party will be duly executed and delivered by the REIT and the OP and will constitute valid and binding obligations of the REIT and the OP, enforceable against the REIT and the OP in accordance with their respective terms, subject to the Enforceability Exceptions.
Due Authorization; Approvals. The execution and delivery of this Agreement and the Transaction Documents to which BRG Manager or Manager Sub is a party, and the performance by each of the Transactions contemplated to be performed by it, have been approved by all necessary limited liability company action or other proceedings on the part of each, as applicable. This Agreement has been duly executed and delivered by an authorized person on behalf of each of BRG Manager and Manager Sub and constitutes the legal, valid and binding agreement of each enforceable against each in accordance with its terms, subject to the Enforceability Exceptions.
Due Authorization; Approvals. If such Seller is not a natural person, the execution and delivery of this Agreement and the Transaction Documents to which such Seller is a party, and the performance by such Seller of the Transactions contemplated to be performed by it, have been approved by all necessary corporate or limited liability company action or other proceedings, as applicable, on the part of such Seller. This Agreement has been, or upon execution and delivery shall be, duly executed and delivered by an authorized person on behalf of such Seller and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, shall constitute the legal, valid and binding agreement of each Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforceability Exceptions”).
Due Authorization; Approvals. The execution and delivery of this Agreement and the Transaction Documents to which Manager Sub is a party, and the performance by Manager Sub of the Transactions contemplated to be performed by it, have been approved by all necessary limited liability company action or other proceedings. This Agreement has been, or upon execution and delivery, shall be duly executed and delivered by an authorized person on behalf of Manager Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, will constitute the legal, valid and binding agreement of each enforceable against Manager Sub in accordance with its terms, subject to the Enforceability Exceptions.
Due Authorization; Approvals. The execution and delivery of this Agreement and the Transaction Documents to which the REIT or the OP is a party, and the performance by the REIT or the OP of the Transactions contemplated to be performed by it, have been approved by all necessary corporate or limited partnership action or other proceedings, as applicable, on the part of the REIT or the OP. This Agreement has been, or upon execution and delivery will be, duly executed and delivered by authorized persons on behalf of the REIT and the OP, and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, will constitute the legal, valid and binding agreement of each of the REIT and the OP enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Enforceability Exceptions.
Due Authorization; Approvals. This Agreement has been duly authorized, executed and delivered by AH LLC and constitutes the legal, valid and binding agreement of AH LLC enforceable against AH LLC in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity. The execution and delivery of this Agreement and the Transaction Documents to which AH LLC is a party and the performance by AH LLC of the Transactions have been approved by the members of AH LLC, and no other corporate or other proceedings on the part of AH LLC are necessary to authorize the execution and delivery by AH LLC of this Agreement or the Transactions Documents to which AH LLC is a party or the performance by AH LLC of the Transactions. Upon their execution, the Transaction Documents to which AH LLC is a party will be duly executed and delivered by AH LLC and will constitute valid and binding obligations of AH LLC, enforceable against AH LLC in accordance with their respective terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.
Due Authorization; Approvals. This Agreement has been duly authorized, executed and delivered by the APFC Member and constitutes the legal, valid and binding agreement of the APFC Member enforceable against the APFC Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity. The execution and delivery of this Agreement and the Transaction Documents to which the APFC Member is a party and the performance by the APFC Member of the Transactions have been approved by the trustees of the APFC Member, and no proceedings on the part of the APFC Member are necessary to authorize the execution and delivery by the APFC Member of this Agreement or the Transactions Documents to which the APFC Member is a party or the performance by the APFC Member of the Transactions. Upon their execution, the Transaction Documents to which the APFC Member is a party will be duly executed and delivered by the APFC Member and will constitute valid and binding obligations of the APFC Member, enforceable against the APFC Member in accordance with their respective terms, subject to the limitations set forth herein and to applicable bankruptcy, insolvency or other similar laws affecting enforcement of creditors’ rights and to general principles of equity.
