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

Due Authorization; Consents; No Violations. (a) The Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement have been duly and validly approved by the Company, and no other proceeding on the part of the Company is necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Investor, this Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its 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) No consents, waivers, exemptions or approvals of, or filings or registrations by the Company with, any Government Authority or any other person not a party to this Agreement are necessary in connection with the execution, delivery and performance by the Company 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 the Company or the transactions contemplated by this Agreement except for the consents obtained pursuant to Section 7.1(d) of the Stock Purchase Agreement. (c) 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 the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any Order applicable to or binding on the Company or its assets; (ii) violate any statute, law, ordinance, rule, regulation or judicial decision ("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 the Company's assets under, any contract or other arrangement of any kind or character to which the Company is a party or by which the Company or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of the Company, or any indebtedness secured by any of the Company's assets; or (v) violate or conflict with any provision of the Company's Articles of Incorporation or Bylaws.

Due Authorization; Consents; No Violations. (a) The Company FDC has full power and authority (subject to receipt of the consents referred to in Sections 7.1.2(b)) to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company FDC of this Agreement have been been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by FDC and the CompanyFDC Shareholders, and no other proceeding on the part of the Company FDC is necessary to authorize this Agreement and the transactions contemplated hereby, other than obtaining the consents set forth on Schedule 7.1.2(b)). This Agreement has been duly and validly executed and delivered by the Company FDC and, assuming due authorization, execution and delivery of this Agreement by InvestorMAAC and MAALP, this Agreement constitutes a constitutes, and (subject to the receipt of the consents set forth on Schedule 7.1.2(b))the Transaction Documents to be executed and delivered by FDC pursuant to this Agreement when executed will constitute, valid and binding obligation obligations of the Company FDC enforceable in accordance with its 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) No Schedule 7.1.2(b) sets forth with specificity each and every consent to be obtained by FDC and/or each Property Partnership in respect of the Reorganization and transactions contemplated hereby. Except for obtaining the consents set forth on Schedule 7.1.2(b), no consents, waivers, exemptions or approvals of, or filings or registrations by the Company FDC with, any Government Authority Entity or any other person Person not a party to this Agreement are necessary in connection with the execution, delivery and performance by the Company FDC 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 reasonably expected to cause a Material Adverse Effect on the Company FDC or the transactions contemplated by this Agreement except for the consents obtained pursuant to Section 7.1(d) of the Stock Purchase AgreementReorganization. (c) Except Upon obtaining those consents set forth on Schedule 7.1.2(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 the Company FDC of this Agreement and the Transaction Documents to be executed, delivered and performed by FDC 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 FDC, any of the Company Assets, or any Property Partnership or its assets; (ii) violate any statute, law, ordinance, rule, regulation or judicial decision ("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 the Company's Assets or any of the assets of any Property Partnership under, any contract or other arrangement of any kind or character Contract to which the Company FDC or any Property Partnership is a party or by which FDC, any of the Company Assets, or any of Property Partnership or its assets assets, are bound; (iv) permit the acceleration of the maturity of any indebtedness of the CompanyFDC or any Property Partnership, or any indebtedness secured by the Assets or any of the CompanyProperty Partnership's assets; or (v) violate or conflict with any provision of the CompanyFDC's Articles of Incorporation or BylawsBylaws or any of the respective limited partnership agreements of the Property Partnerships.

Due Authorization; Consents; No Violations. (a) The Company TRG has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company TRG of this Agreement have been been, and the Transaction Documents to be executed and delivered by it pursuant to this Agreement shall be, duly and validly approved by the CompanyTRG, and no other proceeding on the part of the Company TRG is necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company TRG and, assuming due authorization, execution and delivery of this Agreement by InvestorRegency, Branch and Branch Realty, this Agreement constitutes a constitutes, and the Transaction Documents to be executed and delivered by TRG pursuant to this Agreement when executed will constitute, valid and binding obligation obligations of the Company TRG enforceable in accordance with its 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) No consents, waivers, exemptions or approvals of, or filings or registrations by the Company TRG with, any Government Authority Entity or any other person Person not a party to this Agreement are necessary in connection with the execution, delivery and performance by the Company TRG 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 expected to cause a Material Adverse Effect material adverse effect on TRG's assets or the Company financial condition, results of operations, business or prospects of TRG taken as a whole or on the transactions contemplated by this Agreement except for the consents obtained pursuant to Section 7.1(d) of the Stock Purchase Agreement. (c) 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 the Company TRG of this Agreement and the Transaction Documents to be executed, delivered and performed by TRG 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 the Company TRG or its assets; (ii) violate any statute, law, ordinance, rule, regulation or judicial decision ("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 the CompanyTRG's assets under, any contract or other arrangement of any kind or character to which the Company TRG is a party or by which the Company TRG or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of the CompanyTRG, or any indebtedness secured by any of the CompanyTRG's assets; or (v) violate or conflict with any provision of the CompanyTRG's Articles articles of Incorporation incorporation or Bylawsbylaws.

Due Authorization; Consents; No Violations. (ai) The Company Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery ; and performance by the Company of (ii) this Agreement have been duly and validly approved by the Company, and no other proceeding on the part of the Company is necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Seller, and, assuming due authorization, execution and delivery of this Agreement by InvestorPurchaser, this Agreement constitutes a the valid and binding obligation of the Company Seller, enforceable in accordance with its 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) No consents, waivers, exemptions consents or approvals of, or filings or registrations by the Company Seller with, any Government Authority governmental authority or any other person not a party to this Agreement are necessary in connection with the execution, execution and delivery and performance by the Company of this Agreement or by Seller and the consummation by Seller of the transactions contemplated hereby hereby, except to the extent where the failure to obtain such consents or approvals would not, either singly or in the same does not cause or is not expected to cause aggregate, have a Material Adverse Effect material adverse effect on the Company financial condition, business or the transactions contemplated by this Agreement except for the consents obtained pursuant to Section 7.1(d) operations of the Stock Purchase AgreementFacility. (c) Except to Neither the extent same does not cause or is not reasonably expected to cause a Material Adverse Effect, the execution, execution and delivery and performance by the Company of this Agreement by Seller and the performance by Seller hereunder, not the consummation of the transactions transaction contemplated hereby and therebyhereby, do not and will not (i) violate any Order applicable to or binding on the Company or its assets; (ii) violate any statuteviolate, law, ordinance, rule, regulation or judicial decision ("Law"); (iii) violate or conflict with, result in a the breach of, constitute a default (of 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 byby any of the terms, conditions or provisions of the articles of incorporation or bylaws of Seller or any covenant, agreement or understanding to which Seller is a party or any order, ruling, decree, judgment, arbitration award or stipulation to which Seller is subject, or constitute a default thereunder or result in the creation or imposition of any Lien lien, charge or encumbrance thereunder upon any of the Company's assets under, any contract or other arrangement of any kind or character to which the Company is a party or by which the Company or any of its assets are bound; (iv) permit the acceleration of the maturity of any indebtedness of the CompanyPurchased Assets, or allow any indebtedness person or entity to accelerate any debt secured by any Purchased Asset, or allow any person or entity to interfere with Purchaser's full use and enjoyment of any of the Company's assets; or (v) violate or conflict with any provision of the Company's Articles of Incorporation or BylawsPurchased Assets.