Common use of Due Authorization; No Violations Clause in Contracts

Due Authorization; No Violations. (i) The execution, delivery and performance of this Agreement by Land Seller and the consummation of the transactions contemplated hereby by Land Seller have been authorized by all requisite corporate action of Land Seller (which action has not been modified or rescinded, and is in full force and effect). This Agreement, as it applies to the Land Seller Property, constitutes the valid and binding obligation of the Land Seller, enforceable against the Land Seller in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and general principles of equity. (ii) Subject to obtaining the consents and approvals from third parties provided for in this Agreement, the execution, delivery and performance of this Agreement by Land Seller and all instruments and other documents to be executed and delivered by Land Seller in connection with the transactions contemplated hereby do not and will not (i) require any consent or approval of any of its constituent parties or any other person that has not been obtained or (ii) to Land Seller’s knowledge, violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its organizational documents or (iii) contravene or result in any breach of, or constitute any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, or, to Land Seller’s knowledge, other agreement or instrument to which it is a party, or by which it may be bound or affected, except to the extent that any such failure to obtain such consent or approval, any such violation or any such contravention or breach would not have a Material Adverse Effect or materially impair Land Seller’s ability to enter into or perform its obligations under this Agreement. For the purposes of this Section 3.2, “Material Adverse Effect” shall mean any circumstance or event which reasonably would be expected to have a material and adverse effect on the current use, operation or value of the Land Seller Property.

Due Authorization; No Violations. (i) The execution, delivery and performance of this Agreement by Land Hotel Seller and the consummation of the transactions contemplated hereby by Land Hotel Seller have been authorized by all requisite corporate action of Land Hotel Seller (which action has not been modified or rescinded, and is in full force and effect). This Agreement, as it applies to the Land Hotel Seller Property, constitutes the valid and binding obligation of the Land Hotel Seller, enforceable against the Land Hotel Seller in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and general principles of equity. (ii) Subject to obtaining the consents and approvals from third parties provided for in this Agreement, the execution, delivery and performance of this Agreement by Land Hotel Seller and all instruments and other documents to be executed and delivered by Land Hotel Seller in connection with the transactions contemplated hereby do not and will not (i) require any consent or approval of any of its constituent parties or any other person that has not been obtained or (ii) to Land Hotel Seller’s knowledge, violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its organizational documents or (iii) contravene or result in any breach of, or constitute any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, or, to Land Hotel Seller’s knowledge, other agreement or instrument to which it is a party, or by which it may be bound or affected, except to the extent that any such failure to obtain such consent or approval, any such violation or any such contravention or breach would not have a Material Adverse Effect or materially impair Land Hotel Seller’s ability to enter into or perform its obligations under this Agreement. For the purposes of this Section 3.23.1, “Material Adverse Effect” shall mean any circumstance or event which reasonably would be expected to have a material and adverse effect on the current use, operation or value of the Land Seller Property.