Common use of Formation and Authority Clause in Contracts

Formation and Authority. (a) Seller is, and will at Closing be, a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and Seller has, and will at Closing have, all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is to be a party, to carry out its obligations hereunder and thereunder and to consummate or cause to be consummated, as applicable, the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each Ancillary Agreement to which it is to be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been approved by all necessary action of the Board of Directors or similar governing body of Seller. Seller is, and will at Closing be, duly qualified or registered to do business in the State where the Real Property is located and in good standing in such State. (b) This Agreement is and, at Closing, each Ancillary Agreement delivered at Closing to which Seller is a party will be, duly executed and delivered by such party, and (assuming due authorization, execution and delivery by Buyer of this Agreement and of each Ancillary Agreement) this Agreement and such Ancillary Agreements constitute or will constitute, as the case may be, legal, valid and binding obligations of Seller enforceable against Seller each in accordance with their respective terms and, subject as to enforceability to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) True, correct and complete copies of the organizational documents of Seller and of any entity that may be deemed a predecessor of Seller have been delivered to Buyer and are listed on Schedule 10.1(c) (including, but not limited to, all certificates of formation or incorporation, operating agreements, by-laws and articles of merger).

Formation and Authority. (a) Seller is, and will at Closing be, a limited liability company partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and Owner Entity will at Closing be, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has, and will at Closing have, all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is to be a party, to carry out its obligations hereunder and thereunder and to consummate or cause to be consummated, as applicable, the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each Ancillary Agreement to which it is to be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been approved by all necessary action of the Board of Directors partners or similar governing body of Seller. Seller is, and will at Closing be, duly qualified or registered to do business in the State where the Real Property is located and in good standing in such State. (b) This Agreement is and, at Closing, each Ancillary Agreement delivered at Closing to which Seller is a party will be, duly executed and delivered by such party, and (assuming due authorization, execution and delivery by Buyer of this Agreement and of each Ancillary Agreement) this Agreement and such Ancillary Agreements constitute or will constitute, as the case may be, legal, valid and binding obligations of Seller enforceable against Seller each in accordance with their respective terms andterms, subject as to enforceability to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) True, correct and complete copies of the organizational documents of Seller Owner Entity and of any entity that may be deemed a predecessor of Seller Owner Entity have been delivered to Buyer and are listed on Schedule 10.1(c) (including, but not limited to, all certificates of formation or incorporation, operating agreements, by-laws and articles of merger). (d) Owner Entity does not, and will not at Closing, own any securities of any corporation or any interest in any Person. Owner Entity has not, and will not at Closing, have acquired or succeeded to all or any portion of the assets or business of any other Person, and there is no other Person that may be deemed a predecessor of Owner Entity. (e) [Intentionally Deleted] (f) [Intentionally Deleted] (g) As of the Effective Date and as of the date of Closing, all offerings, sales and issuances of stock or other securities in Owner Entity or any of its predecessors have been and will have been conducted in compliance with all applicable federal and state securities laws and all other applicable laws.

Formation and Authority. (a) Seller The Rouse Company of Nevada, LLC is, and will at Closing be, a limited liaxxxxxy company duly formed, validly existing and in good standing under the laws of the State of Nevada, The Rouse Company of New Jersey, LLC is and will at -45- Closing be, a limited liability company duly formed, validly existing and in good standing under the laws of the State of DelawareNew Jersey, and Owner Entity is, and will at Closing be, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and Seller has, and will at Closing have, all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is to be a party, to carry out its obligations hereunder and thereunder and to consummate or cause to be consummated, as applicable, the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each Ancillary Agreement to which it is to be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been approved by all necessary action of the Board of Directors or similar governing body of Seller. Seller Owner Entity is, and will at Closing be, duly qualified or registered to do business in the State where the Real Property is located and in good standing in such State. (b) This Agreement is and, at Closing, each Ancillary Agreement delivered at Closing to which Seller is a party will be, duly executed and delivered by such party, and (assuming due authorization, execution and delivery by Buyer of this Agreement and of each Ancillary Agreement) this Agreement and such Ancillary Agreements constitute or will constitute, as the case may be, legal, valid and binding obligations of Seller enforceable against Seller each in accordance with their respective terms and, subject as to enforceability to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) True, correct and complete copies of the organizational documents of Seller Owner Entity and of any entity that may be deemed a predecessor of Seller Owner Entity have been delivered to Buyer and are listed on Schedule 10.1(c) (including, but not limited to, all certificates of formation or incorporation, operating agreements, by-laws and articles of merger). (d) Except as set forth on Schedule 10.1(d), Owner Entity does not, and will not at Closing, own any securities of any corporation or any interest in any Person. Except as set forth on Schedule 10.1(d), Owner Entity has not, and will not at Closing, have acquired or succeeded to all or any portion of the assets or business of any other Person, and, except as set forth on Schedule 10.1(d), there is no other Person that may be deemed a predecessor of Owner Entity. (e) Owner Entity has not, and will not have at Closing, ever elected to treat itself as an association taxable as a corporation for federal income tax purposes. (f) For federal income tax purposes, Owner Entity has been and will from the Effective Date through Closing be treated as a disregarded entity. (g) As of the Effective Date and as of the date of Closing, all offerings, sales and issuances of membership interests or other securities in Owner Entity or any of its predecessors have been and will have been conducted in compliance with all applicable federal and state securities laws and all other applicable laws.