Common use of No Conflicts; No Defaults; Required Filings and Consents Clause in Contracts

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or by-laws of the Company; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), accelerate vesting under, any compensation plan or any grant or award made under any of the foregoing; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their properties is bound or affected; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which the Company Common Stock is listed.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or byCompany By-laws of the Companylaws; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), accelerate vesting under, to any compensation plan or any grant or award made under any of the foregoingContract; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), and Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation cancelation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, or change the conversion rate of any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust trust, convertible debenture, or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their properties is bound or affected, except for any of the foregoing matters which would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary of State of Maryland California or any national securities exchange on which the Company Common Stock is listed, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or byBy-laws of the Company; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any of the Company stock option plans or Partnership (as defined below) Unit (as defined below) option plans or similar compensation plan or any grant or award made under any of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company Company, except as would not, individually or its Subsidiariesin the aggregate, reasonably be expected to result in a Material Adverse Effect; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their its properties is bound or affected, except for any of the foregoing matters which would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, with any Government Governmental Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), Laws and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which the Company Common Stock is listed, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (f) For purposes hereof, the terms listed below shall have the following meanings:

No Conflicts; No Defaults; Required Filings and Consents. (a) Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, hereof will: (ai) conflict with or result in a breach of any provisions provision of the Company Charter or the by-laws of the Company; (bii) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), accelerate vesting under, any employment agreement, any compensation plan or any grant or award made under any of the foregoing; (ciii) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries; (div) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing3.4(a)(iv), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their properties is bound or affected; or (ev) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or and state securities laws ("Blue Sky Laws"). (b) (collectivelySubject to the accuracy of the representations and warranties of the Buyers contained in Article IV, the "Regulatory Filings"), and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which neither the Company Common Stock is listed.nor any agent acting for it has

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or by-laws Bylaws of the Company; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any of the Company stock option plans or similar compensation plan or any grant or award made under any of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company Company, except as would not, individually or its Subsidiariesin the aggregate, reasonably be expected to result in a Material Adverse Effect; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their its properties is bound or affected, except for any of the foregoing matters which would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, with any Government Governmental Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), Laws and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which the Company Common Stock is listed, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

No Conflicts; No Defaults; Required Filings and Consents. Neither Except as contemplated hereby, neither the execution and delivery by the Company hereof General Partner and the Partnership of this Agreement nor the consummation by the Company General Partner and the Partnership of the transactions contemplated hereby in accordance with the terms hereof, hereof will: (a) conflict with or result in a breach of any provisions of the Company Charter articles of incorporation or by-laws of the CompanyGeneral Partner or the Subsidiaries or the Partnership Agreement; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting underunder the Stock Option Plan, any or similar compensation plan plan, or any grant or award made under any of the foregoing; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company General Partner, the Partnership or its the Subsidiaries; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties Properties of the Company General Partner, the Partnership or its the Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company General Partner, the Partnership or its the Subsidiaries is a party, or by which the Company General Partner, the Partnership or its the Subsidiaries or any of their properties Properties is bound or affected; or (e) require any material consent, approval or authorization of, or declaration, notice to, filing or registration with, any Government Governmental or Regulatory Authority, other than any filings required under except for the Securities Act filing of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made a Current Report on Form 8-K with the Secretary SEC disclosing this Agreement and the consummation of State of Maryland or any national securities exchange on which the Company Common Stock is listedtransactions contemplated hereby.

No Conflicts; No Defaults; Required Filings and Consents. Neither Except as set forth on Schedule 2.3, neither the execution and delivery by the Company Borrower hereof nor the consummation by the Company Borrower of the transactions contemplated hereby in accordance with the terms hereof, hereof will: (a) conflict with or result in a breach of any provisions provision of the Company Charter Certificate of Incorporation or by-laws the Bylaws of the CompanyBorrower; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any employment agreement, any compensation plan or any grant or award made under any of the foregoing; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company Borrower or its Subsidiariesthe Subsidiary Guarantors; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien lien upon any of the properties of the Company Borrower or its Subsidiaries the Subsidiary Guarantors under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company Borrower or its Subsidiaries any Subsidiary Guarantor is a party, or by which the Company Borrower or its Subsidiaries any Subsidiary Guarantor or any of their properties is bound or affected, other than with respect to the obtaining of consents thereunder, the failure of which to obtain will not result in a Material Adverse Effect; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authoritygovernment authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or and state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which the Company Common Stock is listed.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof MMI or Acquisition of this Agreement, nor the consummation by the Company MMI or Acquisition of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter organizational documents of Acquisition or by-laws of the CompanyMMI; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations obligation pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting or have any other consequence under, any stock option plan, option plan or similar compensation plan of Acquisition or MMI or any grant or award made under any of the foregoing; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company Acquisition or its SubsidiariesMMI; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company Acquisition or its Subsidiaries MMI under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material franchise, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company Acquisition or its Subsidiaries MMI is a party, or by which the Company Acquisition or its Subsidiaries MMI or any of their properties is bound or affected; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government AuthorityAuthority or private organization, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which the Company Common Stock is listed.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof hereof, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with with, violate or result in a breach of any provisions of (i) the Charter Documents or Bylaws of the Company or (ii) the Charter or by-laws Documents of any Company Subsidiary (assuming, in each case, the Company's receipt of an executed certificate in the form of Exhibit G for each Warburg Entity); (b) result in a any material breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any compensation plan or any grant or award made under any of the foregoingCompany or any Company Subsidiary; (c) violate or conflict with in any material respect any material statute, law, rule, ordinance, regulation, judgment, order, writ, decree decree, permit or injunction of any Governmental Entity applicable to the Company or its Subsidiaries; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a any material breach of any material provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien Encumbrance upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, or result in or give to any person any right of payment or reimbursement, termination, cancellation or modification of any of the terms, conditions or provisions of any material note, bond, mortgage, indenture indenture, deed to secure debt, security agreement, reciprocal easement agreement, management agreement, leasing agreement or deed of trust or any material license, franchise, permit, lease, sublease, occupancy agreement, contract, agreement or other instrument, commitment or obligation (collectively, "Contracts") to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their respective assets or properties is bound or affectedaffected in each case, as the same may have been modified, amended, extended or renewed; or (e) require any material consent, registration, declaration, filing, approval or authorization of, or declaration, filing or registration with, any Government Authorityother party to any contract, or any Governmental Entity, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") ), the laws of any foreign country in which the Company or its Subsidiaries conducts any business or owns any property or assets (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary Department of Assessments and Taxation of the State of Maryland ("SDAT") or any national securities exchange on which the Company Common Stock Shares are listed. Except as set forth in Schedule 3.6 of the Disclosure Letter and the Schedules thereto, no consent, approval or action of, filing with or notice to, any other party to any contract, or any Governmental Entity or other public or private third party is listednecessary or required under any of the terms, conditions or provisions of any law or order of any Governmental Entity or any Contract to which the Company or any Company Subsidiary or any of their respective assets or properties is bound for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or byBy-laws of the Company; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any of the Company stock option plans or Partnership (as defined below) Unit (as defined below) option plans or similar compensation plan or any grant or award made under any of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company Company, except as would not, individually or its Subsidiariesin the aggregate, reasonably be expected to result in a Material Adverse Effect; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effectaffect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, permit lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their its properties is bound or affected, except for any of the foregoing matters which would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, with any Government Governmental Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), Laws and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which the Company Common Stock is listed, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (f) For purposes hereof, the terms listed below shall have the following meanings:

No Conflicts; No Defaults; Required Filings and Consents. (a) Neither the execution and delivery by the Company hereof of this Agreement nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, hereof will: (ai) conflict with or result in a breach of any provisions provision of the Company Charter or the by-laws of the Company; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), accelerate vesting under, any compensation plan or any grant or award made under any of the foregoing; (cii) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries; (diii) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected; or (eiv) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) Subject to the accuracy of the representations and warranties of Buyer contained in Article IV, neither the Company nor any agent acting for it has offered any of the securities being sold hereunder or solicited offers to buy such securities in violation of the Securities Act or any applicable state "blue sky" securities laws ("Blue Sky Laws") (collectivelyand without limitation of the foregoing, neither the "Regulatory Filings"Company nor any of its agents have offered such securities through any general solicitation or advertising), ; and neither the Company nor any material filings required of its agents shall take any action which would cause the offer and sale of securities as contemplated by this Agreement to be made with the Secretary in violation of State of Maryland or any national securities exchange on which the Company Common Stock is listedsuch laws.

No Conflicts; No Defaults; Required Filings and Consents. Neither Except as contemplated hereby, neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or byBy-laws of the Company; (b) except as set forth in Schedule 3.4(b), result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any of the Company stock option plans or Operating Partnership Unit option plans or similar compensation plan or any grant or award made under any of the foregoing; (c) violate or conflict with any regulation, rule, order, or administrative position of NYSE, or any other national securities exchange on which the Company Common Stock is listed; (d) except as set forth in Schedule 3.4(d), violate or conflict with any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries; (de) subject to the Company obtaining the third party consents except as set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing3.4(e), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their properties is bound or affected; or (ef) except as set forth in Schedule 3.4(f), require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), xxxxx securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Office of the Secretary of the State of Maryland Delaware and NYSE or any other national securities exchange on which the Company Common Stock is listed.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter or byCompany By-laws of the Companylaws; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), accelerate vesting under, to any compensation plan or any grant or award made under any of the foregoingContract; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (d) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing3.4(d), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation cancelation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, or change the conversion rate of any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust trust, convertible debenture, or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their properties is bound or affected, except for any of the foregoing matters which would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary of State of Maryland California or any national securities exchange on which the Company Common Stock is listed, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, subject to shareholder approval where expressly so provided, will: (a) 4.1 conflict with or result in a breach of any provisions of the Company Charter or by-laws of the Company; (b) 4.2 result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), accelerate vesting under, any compensation plan or any grant or award made under any of the foregoing; (c) 4.3 violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries; (d) 4.4 subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing3.4(d), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture indenture, or deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their properties is bound or affected; or (e) 4.5 require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary of State of Maryland or any national securities exchange on which the Company Common Stock is listed.

No Conflicts; No Defaults; Required Filings and Consents. Neither Except as contemplated hereby, neither the execution and delivery by the Company hereof nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, will: (a) Violate, conflict with with, or result in a breach of of, any provisions of the Company Charter or by-laws Bylaws of the Company; (b) result Result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any of the Company stock option plans or Operating Partnership Unit option plans or similar compensation plan or any grant or award made under any of the foregoing; (c) violate Violate or conflict with in any material respect any material statutelaw, regulation, judgment, order, writ, decree or injunction applicable to the Company or its SubsidiariesSubsidiaries except where any such violation or conflict, individually or in the aggregate, could not result in a Material Adverse Effect; (d) subject to the Company obtaining the third party consents Except as set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing)3.4, violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or its Subsidiaries is a party, or by which the Company or its Subsidiaries or any of their properties is bound or affectedaffected which could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; or (e) require Require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), xxxxx securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary Maryland State Department of State Assessments and Taxation, the Recorder of Maryland Deeds or similar office in any applicable jurisdiction or any national securities exchange on which the Company Common Stock is listed.

No Conflicts; No Defaults; Required Filings and Consents. Neither the execution and delivery by the Company Trust hereof or of the Merger Agreement nor the consummation by the Company Trust of the transactions contemplated hereby or by the Merger Agreement in accordance with the terms hereofhereof and thereof, will: (a) conflict with or result in a breach of any provisions of the Company Charter Trust Declaration or byBy-laws of the CompanyTrust; (b) except as described in Schedule 3.4(b), result in a breach or violation of, a default under, or the triggering of any payment or other obligations obligation pursuant to, or, except as set forth in Schedule 3.9(g), or accelerate vesting under, any Trust or Subsidiary stock option plan, option plan or similar compensation plan or any grant or award made under any of the foregoing; (c) violate or conflict with in any material respect any material statute, regulation, judgment, order, writ, decree or injunction applicable to the Company Trust or to any of its Subsidiaries; (d) subject to the Company obtaining the third party consents set forth except as described in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing3.4(d), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien upon any of the properties of the Company Trust or of any of its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company Trust or any of its Subsidiaries is a party, or by which the Company Trust or any of its Subsidiaries or any of their properties is bound or affected; or (e) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government Authority, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxxxx xxxurities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings"), and any material filings required to be made with the Secretary Texas State Department of State of Maryland Assessments and Taxation, if any, or any national securities exchange on which the Company Trust Common Stock is Shares are listed.

No Conflicts; No Defaults; Required Filings and Consents. Neither Except as contemplated hereby, the execution and delivery by the Company hereof nor of this Agreement and the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, willhereof do not and will not: (a) conflict with or result in a breach of any provisions of the Company Charter Articles of Incorporation or by-laws Bylaws of the CompanyCompany as currently in effect; (b) result in a breach or violation of, a default under, or the triggering of any payment or other obligations pursuant to, or, except as set forth in Schedule 3.9(g), accelerate vesting under, any compensation plan or any grant or award made under any of the foregoing; (c) violate or conflict with in any material respect any material statute, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries;, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; or (dc) subject to the Company obtaining the third party consents set forth in Schedule 3.4(d)-A (with respect to the Initial Closing), Schedule 3.4(d)-B (with respect to the Second Closing) and Schedule 3.4(d)-C (with respect to each Subsequent Closing), violate or conflict with or result in a breach of any provision of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any material Lien lien upon any of the properties assets of the Company or any of its Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture or indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their properties is bound or affected, except for any of the foregoing matters which would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; or (ed) require any material consent, approval or authorization of, or declaration, filing or registration with, any Government AuthorityAuthority on the part of the Company, other than any filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or and state securities laws ("Blue Sky Laws") (collectively, the "Regulatory Filings")laws, and any material filings required to be made with the Secretary of State of Maryland Maryland, except as would not, individually or any national securities exchange on which in the Company Common Stock is listedaggregate, reasonably be expected to result in a Material Adverse Effect.