Common use of REPRESENTATIONS AND WARRANTIES OF PGGM Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PGGM. PGGM represents and warrants to EOP and EOP Partnership as follows: (a) PGGM has the legal capacity, power, authority and right (contractual or otherwise) to execute and deliver this Agreement and to perform its obligations hereunder. PGGM has obtained all consents of third parties necessary to enter into this Agreement and to perform its obligations hereunder, including, without limitation, the amendments to the Registration Rights Agreement. (b) This Agreement has been duly executed and delivered by PGGM and constitutes a valid and binding obligation of PGGM enforceable against PGGM in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights and general principles of equity. (c) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any court order, judgment or decree applicable to PGGM, or conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under any contract or agreement to which PGGM is a party or by which PGGM is bound or affected, which conflict, violation, breach or default would materially and adversely affect PGGM's ability to perform any of its obligations under this Agreement. (d) Subject to any required filings under the Securities Exchange Act of 1934 (the " '34 Act"), PGGM is not required to give any notice or make any report or other filing with any governmental authority in connection with the execution or delivery of this Agreement or the performance of PGGM's obligations hereunder and no waiver, consent, approval or authorization of any governmental or regulatory authority or any other person or entity is required to be obtained by PGGM for the performance of PGGM's obligations hereunder, other than where the failure to make such filings, give such notices or obtain such waivers, consents, approvals or authorizations would not materially and adversely affect PGGM's ability to perform this Agreement.