Common use of Due Authorization; Consents; No Violations Clause in Contracts

Due Authorization; Consents; No Violations. (a) Regency has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Regency of this Agreement have been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by Regency, and no other proceeding on the part of Regency is necessary to authorize this Agreement and the transactions contemplated hereby (other than obtaining the consents set forth on Schedule 7.2(b)). This Agreement has been duly and validly executed and delivered by Regency and, assuming due authorization (including the consummation of the matters described in the foregoing sentence), execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes, and the Transaction Documents to be executed and delivered by Regency pursuant to this Agreement when executed will constitute, valid and binding obligations of Regency enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, similar laws or court decisions from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) Except as set forth on Schedule 7.2(b) and except for an application to list the Shares issuable pursuant to the transactions contemplated by this Agreement on the New York Stock Exchange, no consents, waivers, exemptions or approvals of, notices to or filings or registrations by Regency with, any Government Entity or any other Person not a party to this Agreement are necessary in connection with the execution, delivery and performance by Regency of this Agreement or the consummation of the transactions contemplated hereby, except to the extent the failure to obtain the same does not cause or is not expected to cause a Material Adverse Effect on Regency or the transactions contemplated by this Agreement. (c) Upon obtaining those consents set forth on Schedule 7.2(b) (and assuming receipt of such consents) except to the extent same does not cause or is not reasonably expected to cause a Material Adverse Effect, the execution, delivery and performance by Regency of this Agreement and the Transaction Documents to be executed, delivered and performed by Regency pursuant hereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any Order applicable to or binding on Regency or its assets; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which with the passage of time or the giving of notice, or both, would constitute a default) under, permit cancellation of, accelerate the performance required by, or result in the creation of any Lien upon any of Regency's assets under, any contract or other arrangement of any kind or character to which Regency is a party or by which Regency or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of Regency, or any indebtedness secured by any of Regency's assets; or (v) violate or conflict with any provision of the Articles of Incorporation or Regency's bylaws.

Due Authorization; Consents; No Violations. (a) Such Property Entity, Joint Venture and Midland Affiliate has made available to Regency true and complete copies of its respective partnership agreement or other governing document, as applicable, including each amendment thereto, of which a complete list is set forth on Schedule 6.1.2 (a) Such Property Entity and Midland Affiliate has full power and authority to enter into this Agreement and the Transaction Documents, and to consummate the transactions contemplated herebyhereby and thereby, and the Persons executing this Agreement and applicable Transaction Documents on behalf of such Property Entity or Midland Affiliate have been duly authorized to do so on behalf of such Property Entity or Midland Affiliate. The Subject to the last sentence of this paragraph, the execution, delivery and performance by Regency such Property Entity or Midland Affiliate of this Agreement have been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by Regencysuch Property Entity or Midland Affiliate and by all necessary partnership, corporate or other applicable action, and no other action or proceeding on the part of Regency any Midland Principal, Property Entity or Midland Affiliate or any other Person is necessary to authorize this Agreement and the Transaction Documents to be executed and delivered by such Midland Principal, Property Entity or Midland Affiliate pursuant hereto and the transactions contemplated hereby (and thereby, other than obtaining the consents set forth on Schedule 7.2(b)6.1.2(b). This Subject to the last sentence of this paragraph, this Agreement has been duly and validly executed and delivered by Regency such Midland Principal, Property Entity and Midland Affiliate and, assuming due authorization (including the consummation of the matters described in the foregoing sentence)authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes, and the Transaction Documents to be executed and delivered by Regency such Midland Principal, Property Entity or Midland Affiliate pursuant to this Agreement when executed will constitute, valid and binding obligations of Regency each such Midland Principal, Property Entity or Midland Affiliate enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws or court decisions from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. The representations and warranties contained in this paragraph are subject to obtaining the required consents under the applicable partnership agreement or operating agreement or other governing document with respect to such Property Entity or Midland Affiliate, which consents are listed in Schedule 6.1.2(b). (b) Except as for obtaining the consents set forth on Schedule 7.2(b) and except for an application to list the Shares issuable pursuant to the transactions contemplated by this Agreement on the New York Stock Exchange6.1.2(b), no consents, waivers, exemptions or approvals of, notices to to, or filings or registrations by Regency such Midland Principal, Property Entity, Joint Venture or Midland Affiliate with, any Government Entity or any other Person not a party to this Agreement are necessary in connection with the execution, delivery and performance by Regency such Midland Principal, Property Entity or Midland Affiliate of this Agreement or the Transaction Documents to which he or it is a party or to be delivered by Midland Principals, Property Entities and Midland Affiliates pursuant to this Agreement or the consummation of the transactions contemplated herebyhereby and thereby which involve responsibilities by such Property Entity or Midland Affiliate, except including but not limited to the extent the failure notices to obtain the same does not cause or is not expected to cause a Material Adverse Effect on Regency or the transactions contemplated by this Agreementany employees thereof. (c) Upon obtaining those consents set forth on Schedule 7.2(b) (and assuming receipt of such consents) except to the extent same does not cause or is not reasonably expected to cause a Material Adverse Effect, the execution, delivery and performance by Regency of this Agreement and the Transaction Documents to be executed, delivered and performed by Regency pursuant hereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any Order applicable to or binding on Regency or its assets; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which with the passage of time or the giving of notice, or both, would constitute a default) under, permit cancellation of, accelerate the performance required by, or result in the creation of any Lien upon any of Regency's assets under, any contract or other arrangement of any kind or character to which Regency is a party or by which Regency or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of Regency, or any indebtedness secured by any of Regency's assets; or (v) violate or conflict with any provision of the Articles of Incorporation or Regency's bylaws.6.1.2

Due Authorization; Consents; No Violations. (a) Regency Branch has full power and authority (subject to receipt of the consents referred to in Section ) to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Regency Branch of this Agreement have been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by RegencyBranch, and no other proceeding on the part of Regency Branch is necessary to authorize this Agreement and the transactions contemplated hereby (hereby, other than obtaining the consents set forth on Schedule 7.2(b)). This Agreement has been duly and validly executed and delivered by Regency Branch and, assuming due authorization (including the consummation receipt of the matters described in the foregoing sentenceconsents set forth on Schedule (b)), execution and delivery of this Agreement by the other parties heretoRegency, TRG and Branch Realty, this Agreement constitutes, and the Transaction Documents to be executed and delivered by Regency Branch pursuant to this Agreement when executed will constitute, valid and binding obligations of Regency Branch enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws or court decisions from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) Except as for obtaining the consents set forth on Schedule 7.2(b) and except for an application to list the Shares issuable pursuant to the transactions contemplated by this Agreement on the New York Stock Exchange, no consents, waivers, exemptions or approvals of, notices to or filings or registrations by Regency Branch with, any Government Entity or any other Person not a party to this Agreement are necessary in connection with the execution, delivery and performance by Regency Branch of this Agreement or the consummation of the transactions contemplated hereby, hereby except to the extent the failure to obtain the same does not cause or is not reasonably expected to cause a Material Adverse Effect on Regency Branch or the transactions contemplated by this Agreement. (c) Upon obtaining those consents set forth on Schedule 7.2(b) and (and assuming receipt of such consents) except to the extent same does not cause or is not reasonably expected to cause a Material Adverse Effect, the execution, delivery and performance by Regency Branch of this Agreement and the Transaction Documents to be executed, delivered and performed by Regency Branch pursuant hereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any Order applicable to or binding on Regency Branch, any of the Assets, or any Subpartnership or its assets; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which with the passage of time or the giving of notice, or both, would constitute a default) under, permit cancellation of, accelerate the performance required by, or result in the creation of any Lien upon any of Regency's the Assets or any of the assets of any Subpartnership under, any contract or other arrangement of any kind or character Contract to which Regency Branch or any Subpartnership is a party or by which Regency Branch, any of the Assets, or any of Subpartnership or its assets assets, are bound; (iv) permit the acceleration of the maturity of any indebtedness of RegencyBranch or any Subpartnership, or any indebtedness secured by the Assets or any of RegencySubpartnership's assets; or (v) violate or conflict with any provision of the Articles Branch Partnership Agreement or any of Incorporation or Regency's bylawsthe respective limited partnership agreements of the Subpartnerships.

Due Authorization; Consents; No Violations. (a) Regency MAALP has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Regency MAALP of this Agreement have been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by RegencyMAALP, and no other proceeding on the part of Regency MAALP is necessary to authorize this Agreement and the transactions contemplated hereby (other than obtaining the consents set forth on Schedule 7.2(b))hereby. This Agreement has been duly and validly executed and delivered by Regency MAALP and, assuming due authorization (including the consummation of the matters described in the foregoing sentence), execution and delivery of this Agreement by the other parties heretoMAAC and FDC, this Agreement constitutes, and the Transaction Documents to be executed and delivered by Regency MAALP pursuant to this Agreement when executed will constitute, valid and binding obligations of Regency MAALP enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, similar laws or court decisions from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) Except as set forth on Schedule 7.2(b) and except for an application to list the Shares issuable pursuant to the transactions contemplated by this Agreement on the New York Stock Exchange, no No consents, waivers, exemptions or approvals of, notices to or filings or registrations by Regency MAALP with, any Government Entity or any other Person not a party to this Agreement are necessary in connection with the execution, delivery and performance by Regency MAALP of this Agreement or the consummation of the transactions contemplated hereby, except to the extent the failure to obtain the same does not cause or is not expected to cause a Material Adverse Effect on Regency MAALP or the transactions contemplated by this Agreement. (c) Upon obtaining those consents set forth on Schedule 7.2(b) (and assuming receipt of such consents) except to the extent same does not cause or is not reasonably expected to cause a Material Adverse Effect, the The execution, delivery and performance by Regency MAALP of this Agreement and the Transaction Documents to be executed, delivered and performed by Regency MAALP pursuant hereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any Order applicable to or binding on Regency MAALP or its assets; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which with the passage of time or the giving of notice, or both, would constitute a default) under, permit cancellation of, accelerate the performance required by, or result in the creation of any Lien upon any of RegencyMAALP's assets under, any contract or other arrangement of any kind or character to which Regency MAALP is a party or by which Regency MAALP or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of RegencyMAALP, or any indebtedness secured by any of RegencyMAALP's assets; or (v) violate or conflict with any provision of the Articles of Incorporation or Regency's bylawsMAALP Partnership Agreement.

Due Authorization; Consents; No Violations. (a) Regency MAAC has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Regency MAAC of this Agreement have been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by RegencyMAAC, acting through its Board of Directors, and no other proceeding on the part of Regency MAAC is necessary to authorize this Agreement and the transactions contemplated hereby (other than obtaining the consents set forth on Schedule 7.2(b))hereby. This Agreement has been duly and validly executed and delivered by Regency MAAC and, assuming due authorization (including the consummation of the matters described in the foregoing sentence), execution and delivery of this Agreement by the other parties heretoMAALP and FDC, this Agreement constitutes, and the Transaction Documents to be executed and delivered by Regency MAAC pursuant to this Agreement when executed will constitute, valid and binding obligations of Regency MAAC enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, similar laws or court decisions from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) Except as set forth on Schedule 7.2(b) and except for an application to list the Shares issuable pursuant to the transactions contemplated by this Agreement on the New York Stock Exchange, no consents, waivers, exemptions or approvals of, notices to or filings or registrations by Regency MAAC with, any Government Entity or any other Person Person, including the shareholders of MAAC, not a party to this Agreement are necessary in connection with the execution, delivery and performance by Regency MAAC of this Agreement or the consummation of the transactions contemplated hereby, except to the extent the failure to obtain the same does not cause or is not expected to cause a Material Adverse Effect on Regency MAAC or the transactions contemplated by this Agreement. (c) Upon obtaining those consents set forth on Schedule 7.2(b) (and assuming receipt of such consents) except to the extent same does not cause or is not reasonably expected to cause a Material Adverse Effect, the The execution, delivery and performance by Regency MAAC of this Agreement and the Transaction Documents to be executed, delivered and performed by Regency MAAC pursuant hereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any Order applicable to or binding on Regency MAAC or its assets; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which with the passage of time or the giving of notice, or both, would constitute a default) under, permit cancellation of, accelerate the performance required by, or result in the creation of any Lien upon any of RegencyMAAC's assets under, any contract or other arrangement of any kind or character to which Regency MAAC is a party or by which Regency MAAC or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of RegencyMAAC, or any indebtedness secured by any of RegencyMAAC's assets; or (v) violate or conflict with any provision of the Articles of Incorporation Charter or RegencyMAAC's bylaws.

Due Authorization; Consents; No Violations. (a) Regency has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Regency of this Agreement have been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by Regency, and no other proceeding on the part of Regency is necessary to authorize this Agreement and the transactions contemplated hereby (other than (i) obtaining the approval of Regency's shareholders referred to in Section , which is required under the rules of the New York Stock Exchange in order for certain Shares issuable pursuant to the transactions contemplated by this Agreement to be listed on such exchange, (ii) amending Regency's Articles of Incorporation in the form attached as Exhibit and (iii) obtaining the consents set forth on Schedule 7.2(b(b)). This Agreement has been duly and validly executed and delivered by Regency and, assuming due authorization (including the consummation of the matters described in the foregoing sentence), execution and delivery of this Agreement by the other parties heretoTRG, Branch and Branch Realty, this Agreement constitutes, and the Transaction Documents to be executed and delivered by Regency pursuant to this Agreement when executed will constitute, valid and binding obligations of Regency enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, similar laws or court decisions from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) Except as set forth on Schedule 7.2(b(b) and except for an application to list the Shares issuable pursuant to the transactions contemplated by this Agreement on the New York Stock ExchangeExchange (which such exchange will not accept until the time of the meeting of the Regency shareholders referred to in Section ), no consents, waivers, exemptions or approvals of, notices to or filings or registrations by Regency with, any Government Entity or any other Person not a party to this Agreement are necessary in connection with the execution, delivery and performance by Regency of this Agreement or the consummation of the transactions contemplated hereby, except to the extent the failure to obtain the same does not cause or is not expected to cause a Material Adverse Effect on Regency or the transactions contemplated by this Agreement. (c) Upon obtaining those consents set forth on Schedule 7.2(b(b) and (and assuming receipt of such consents) except to the extent same does not cause or is not reasonably expected to cause a Material Adverse Effect, the execution, delivery and performance by Regency of this Agreement and the Transaction Documents to be executed, delivered and performed by Regency pursuant hereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any Order applicable to or binding on Regency or its assets; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which with the passage of time or the giving of notice, or both, would constitute a default) under, permit cancellation of, accelerate the performance required by, or result in the creation of any Lien upon any of Regency's assets under, any contract or other arrangement of any kind or character to which Regency is a party or by which Regency or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of Regency, or any indebtedness secured by any of Regency's assets; or (v) violate or conflict with any provision of the Articles of Incorporation or Regency's bylaws.