Common use of No Conflicts; No Consents Required Clause in Contracts

No Conflicts; No Consents Required. The execution, delivery and performance by the Operating Partnership of the Transaction Documents, the issuance and sale of the Securities, the compliance by the Operating Partnership with the terms of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership of its obligations under the Transaction Documents; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership of the Transaction Documents, the issuance and sale of the Securities, compliance by the Operating Partnership with the terms of the Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulations.

No Conflicts; No Consents Required. The executionexecution and delivery by the Company of, delivery and the performance by the Operating Partnership Company of the Transaction Documents, the issuance and sale of the Securities, the compliance by the Operating Partnership with the terms of the Transaction Documents and the consummation of the transactions contemplated by its obligations under the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter except where such violation, default, lien, charge, or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that encumbrance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (ii) contravene any provision of applicable law or to adversely affect the consummation certificate of incorporation or by−laws of the transactions contemplated by Company; or (iii) result in the Transaction Documents violation of any law, judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Operating Partnership Company of its obligations under the Transaction Documents; and no consent, approvalexcept for the registration of the Securities under the Securities Act, authorization, order, registration or the qualification of or with any court or governmental agency or body is the Indenture under the Trust Indenture Act and such as may be required for the execution, delivery and performance by the Operating Partnership securities or Blue Sky laws of the Transaction Documents, various states in connection with the issuance offer and sale of the SecuritiesSecurities and except in the case of this clause (iii) where any such violation or failure to obtain a consent or other approval would not, compliance by individually or in the Operating Partnership with the terms of the Transaction Documents aggregate, reasonably be expected to cause a Material Adverse Effect or prevent the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulationshereby.

No Conflicts; No Consents Required. The execution, delivery and performance by each of the Operating Partnership and the Company of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities, the compliance by each of the Operating Partnership and the Company with the terms of the Transaction Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership and the Company of its their respective obligations under the Transaction Documents; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership or the Company of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Securities, compliance by the Operating Partnership or the Company with the terms of the Transaction Documents to which it is a party or the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulations.

No Conflicts; No Consents Required. The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture by the Operating Partnership of Issuers and the Transaction DocumentsGuarantors, and the issuance and sale delivery of the Securities, the compliance by the Operating Partnership with the terms of the Transaction Documents Securities and the consummation of the transactions contemplated hereby and thereby and by the Transaction Documents will not Offering Memorandum (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Parent or any of its subsidiaries is a party or by which the Company Parent or any of its subsidiaries is bound or to which any of the property or assets of the Company Parent or any of its subsidiaries is subject, and (ii) will not result in any violation of (A) the provisions of the charter charter, bylaws or bylaws other similar constitutive documents of the Company, the Operating Partnership’s certificate of limited partnership Parent or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries subsidiary or (iiiB) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator governmental agency or governmental body having jurisdiction over any of Parent or regulatory authorityany of its subsidiaries or any of their properties, except, except in the case of clauses (i) and (iiiii) above, (B) for any such conflicts, breaches, violations breach or defaults violation that would not, not individually or in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership of its obligations under the Transaction DocumentsEffect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement or the Indenture by the Operating Partnership of Issuers and the Transaction DocumentsGuarantors, or the issuance and sale delivery of the Securities or the Exchange Securities, compliance by the Operating Partnership with the terms of the Transaction Documents or the consummation of the transactions contemplated hereby and thereby and by the Transaction DocumentsOffering Memorandum, except for (A) such as have been made or obtained under the Securities Act and the Exchange Act and except or as may be required by in connection with the registration of Exchange Securities and made in accordance with (B) such consents, approvals, authorizations, registrations or obtained qualifications as may be required under state securities or Blue Sky laws or regulationsin connection with the purchase and distribution of the Notes by the Initial Purchasers.

No Conflicts; No Consents Required. The execution, delivery and performance by the Operating Partnership Company of each of the Transaction Documents, the issuance and sale of the Securities, the Securities and compliance by the Operating Partnership Company with the terms of the Transaction Documents thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in the case of this clause (iiA) result for such defaults, breaches, or violations that would not, individually or in any violation the aggregate, reasonably be expected to have a Material Adverse Effect, (B) the articles of association, certificate of incorporation or by-laws (or other applicable organizational document) of the provisions of the charter Company or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries its subsidiaries, or (iiiC) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses this clause (iC) and (iii) above, for any such conflicts, breaches, breaches or violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership of its obligations under the Transaction DocumentsEffect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership Company of each of the Transaction Documents, the issuance issue and sale of the Securities, compliance by the Operating Partnership with the terms of the Transaction Documents Securities or the consummation by the Company of the transactions contemplated by the Transaction DocumentsDocuments except for such consents, except as have been made approvals, authorizations, orders, registrations or obtained under the Securities Act and the Exchange Act and except qualifications as may be required by and made in accordance with or obtained under applicable state securities or Blue Sky laws or regulationsin connection with the purchase and initial resale of the Securities by the Initial Purchasers.

No Conflicts; No Consents Required. The execution, delivery and performance by the Operating Partnership Company of this Agreement and the Transaction DocumentsForward Sale Agreements, the issuance issuance, sale and/or delivery of any Company Shares and sale of the SecuritiesConfirmation Shares (and any OP Units in connection therewith), the its compliance by the Operating Partnership with the terms of this Agreement and the Transaction Documents Forward Sale Agreements and the consummation of the transactions contemplated by the Transaction Documents hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by this Agreement and the Transaction Documents Forward Sale Agreements or the performance by the Operating Partnership Company of its obligations under the Transaction Documentshereunder and thereunder; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership Company of this Agreement and the Transaction DocumentsForward Sale Agreements, the issuance issuance, sale and/or delivery of any Company Shares and sale of the SecuritiesConfirmation Shares (and any OP Units in connection therewith), its compliance by the Operating Partnership with the terms of the Transaction Documents hereunder and thereunder or the consummation of the transactions contemplated by the Transaction Documentshereby and thereby, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulations.

No Conflicts; No Consents Required. The execution, delivery and performance by the Operating Partnership Company of this Agreement and the Transaction DocumentsConfirmations, the issuance issuance, sale and/or delivery of any Primary Shares and sale of the SecuritiesConfirmation Shares (and any OP Units in connection therewith), the its compliance by the Operating Partnership with the terms of this Agreement and the Transaction Documents Confirmations and the consummation of the transactions contemplated by the Transaction Documents hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by this Agreement and the Transaction Documents Confirmations or the performance by the Operating Partnership Company of its obligations under the Transaction Documentshereunder and thereunder; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership Company of this Agreement and the Transaction DocumentsConfirmations, the issuance issuance, sale and/or delivery of any Primary Shares and sale of the SecuritiesConfirmation Shares (and any OP Units in connection therewith), its compliance by the Operating Partnership with the terms of the Transaction Documents hereunder and thereunder or the consummation of the transactions contemplated by the Transaction Documentshereby and thereby, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulations.

No Conflicts; No Consents Required. The executionexecution and delivery by the Company of, delivery and the performance by the Operating Partnership Company of the Transaction Documents, the issuance and sale of the Securities, the compliance by the Operating Partnership with the terms of the Transaction Documents and the consummation of the transactions contemplated by its obligations under the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter except where such violation, default, lien, charge, or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that encumbrance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (ii) contravene any provision of applicable law or to adversely affect the consummation certificate of incorporation or by–laws of the transactions contemplated by Company; or (iii) result in the Transaction Documents violation of any law, judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Operating Partnership Company of its obligations under the Transaction Documents; and no consent, approvalexcept for the registration of the Securities under the Securities Act, authorization, order, registration or the qualification of or with any court or governmental agency or body is the Indenture under the Trust Indenture Act and such as may be required for the execution, delivery and performance by the Operating Partnership securities or Blue Sky laws of the Transaction Documents, various states in connection with the issuance offer and sale of the SecuritiesSecurities and except in the case of this clause (iii) where any such violation or failure to obtain a consent or other approval would not, compliance by individually or in the Operating Partnership with the terms of the Transaction Documents aggregate, reasonably be expected to cause a Material Adverse Effect or prevent the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulationshereby.

No Conflicts; No Consents Required. The execution, delivery and performance by the Company and the Operating Partnership of the Transaction Documentsthis Agreement and any Confirmation, the issuance issuance, sale and/or delivery of any Primary Shares and sale of the SecuritiesConfirmation Shares (and any OP Units in connection therewith), the its compliance by the Operating Partnership with the terms of the Transaction Documents this Agreement and any Confirmation and the consummation of the transactions contemplated by the Transaction Documents hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by the Transaction Documents this Agreement and any Confirmation or the performance by the Operating Partnership Company of its obligations under the Transaction Documentshereunder and thereunder; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership Company of the Transaction Documentsthis Agreement and any Confirmation, the issuance issuance, sale and/or delivery of any Primary Shares and sale of the SecuritiesConfirmation Shares (and any OP Units in connection therewith), its compliance by the Operating Partnership with the terms of the Transaction Documents hereunder and thereunder or the consummation of the transactions contemplated by the Transaction Documentshereby and thereby, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulations.

No Conflicts; No Consents Required. The executionexecution and delivery by the Company of, delivery and the performance by the Operating Partnership Company of the Transaction Documentsits obligations under this Agreement, including the issuance and sale of the Securities, the compliance Shares by the Operating Partnership Company and the issuance of the Conversion Shares in accordance with the terms Certificate of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents Designations, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter except where such violation, default, lien, charge, or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that encumbrance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company; or (iii) result in the violation of any law, judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, except in the case of this clause (iii) where any such violation would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect or to adversely affect prevent the consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership of its obligations under the Transaction Documentshereby; and no consent, approval, authorizationauthorization or order of, order, registration or qualification of with, any governmental body or with any court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership Company of its obligations under the Transaction Documentsthis Agreement, including the issuance and sale of the SecuritiesShares, compliance except for the registration of the Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Operating Partnership Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the terms purchase and distribution of the Transaction Documents Shares by the Underwriters and except where any such failure to obtain a consent or other approval would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect or prevent the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulationshereby.

No Conflicts; No Consents Required. The executionexecution and delivery by the Company of, delivery and the performance by the Operating Partnership Company of the Transaction Documentsits obligations under this Agreement, including the issuance and sale of the Securities, the compliance Shares by the Operating Partnership with the terms of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents Company, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter except where such violation, default, lien, charge, or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that encumbrance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company; or (iii) result in the violation of any law, judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, except in the case of this clause (iii) where any such violation would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect or to adversely affect prevent the consummation of the transactions contemplated by the Transaction Documents or the performance by the Operating Partnership of its obligations under the Transaction Documentshereby; and no consent, approval, authorizationauthorization or order of, order, registration or qualification of with, any governmental body or with any court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership Company of its obligations under the Transaction Documentsthis Agreement, including the issuance and sale of the SecuritiesShares, compliance except for the registration of the Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Operating Partnership Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the terms purchase and distribution of the Transaction Documents Shares by the Underwriters and except where any such failure to obtain a consent or other approval would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect or prevent the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulationshereby.

No Conflicts; No Consents Required. The executionexecution and delivery by the Company of, delivery and the performance by the Operating Partnership Company of the Transaction Documents, the issuance and sale of the Securities, the compliance by the Operating Partnership with the terms of the Transaction Documents and the consummation of the transactions contemplated by its obligations under the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter except where such violation, default, lien, charge, or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that encumbrance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (ii) contravene any provision of applicable law or to adversely affect the consummation certificate of incorporation or by–laws of the transactions contemplated by Company; or (iii) result in the Transaction Documents violation of any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Operating Partnership Company of its obligations under the Transaction Documents; and no consent, approvalexcept for the registration of the Securities under the Securities Act, authorization, order, registration or the qualification of or with any court or governmental agency or body is the Indenture under the Trust Indenture Act and such as may be required for the execution, delivery and performance by the Operating Partnership securities or Blue Sky laws of the Transaction Documents, various states in connection with the issuance offer and sale of the SecuritiesSecurities and except in the case of this clause (iii) where any such violation or failure to obtain a consent or other approval would not, compliance by individually or in the Operating Partnership with the terms of the Transaction Documents aggregate, reasonably be expected to cause a Material Adverse Effect or prevent the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulationshereby.

No Conflicts; No Consents Required. The executionexecution and delivery by the Company of, delivery and the performance by the Operating Partnership Company of the Transaction Documents, the issuance and sale of the Securities, the compliance by the Operating Partnership with the terms of the Transaction Documents and the consummation of the transactions contemplated by its obligations under the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter except where such violation, default, lien, charge, or bylaws of the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that encumbrance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (ii) contravene any provision of applicable law or to adversely affect the consummation certificate of incorporation or by-laws of the transactions contemplated by Company; or (iii) result in the Transaction Documents violation of any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Operating Partnership Company of its obligations under the Transaction Documents; and no consent, approvalexcept for the registration of the Securities under the Securities Act, authorization, order, registration or the qualification of or with any court or governmental agency or body is the Indenture under the Trust Indenture Act and such as may be required for the execution, delivery and performance by the Operating Partnership securities or Blue Sky laws of the Transaction Documents, various states in connection with the issuance offer and sale of the SecuritiesSecurities and except in the case of this clause (iii) where any such violation or failure to obtain a consent or other approval would not, compliance by individually or in the Operating Partnership with the terms of the Transaction Documents aggregate, reasonably be expected to cause a Material Adverse Effect or prevent the consummation of the transactions contemplated by the Transaction Documents, except as have been made or obtained under the Securities Act and the Exchange Act and except as may be required by and made in accordance with or obtained under state securities laws or regulationshereby.

No Conflicts; No Consents Required. The execution, delivery and performance by the Operating Partnership of the Transaction Documents, the issuance offering and sale of the Securities, Securities and the compliance by the Operating Partnership Company with the terms all of the Transaction Documents provisions of this Agreement, and the consummation by the Company of the transactions contemplated by the Transaction Documents herein contemplated, will not (i) conflict with or result in a breach or violation of any of the material terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries the Subsidiaries is a party or by which the Company or any of its subsidiaries the Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries the Subsidiaries is subject, (ii) nor will such action result in any violation of the provisions of the charter Organizational Documents or bylaws of any statute, rule, regulation or other law applicable to the Company, the Operating Partnership’s certificate of limited partnership or Partnership Agreement Company or the Organizational Documents of any of the Company’s other subsidiaries or (iii) result in the violation of any law or statute Subsidiaries, or any judgment, order, rule order or regulation judgment of any court or arbitrator governmental agency or governmental or regulatory authority, except, in body having jurisdiction over the case of clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to adversely affect the consummation of the transactions contemplated by the Transaction Documents Company or the performance by the Operating Partnership Subsidiaries or any of its obligations under the Transaction Documentstheir respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Operating Partnership of the Transaction Documents, the issuance issue and sale of the Securities, compliance by the Operating Partnership with the terms of the Transaction Documents Securities or the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except such as have been made been, or will be prior to the Firm Closing Date, obtained under the Securities 1933 Act and the Exchange Act and except such consents, approvals, authorizations, registrations or qualifications as may be required by and made in accordance with or obtained under state securities or blue sky laws or regulationsin connection with the purchase and distribution of the Securities by the Underwriters.