Common use of Seller’s Authorization Clause in Contracts

Seller’s Authorization. (a) Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business in the Commonwealth of Massachusetts and is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller. Seller has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform all of Seller’s obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporate action on the part of Seller, have been and will at Closing be duly executed by Seller, and are the valid and legally binding obligations of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law or any provision of Seller’s articles of incorporation or bylaws or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Seller is bound. (b) Seller has obtained or filed, as the case may be, all authorizations, consents, approvals, waivers, exemptions, licenses, qualifications, registrations, filings, declarations, exemptions or orders of any governmental or regulatory agency, authority, division or body, court or any third party which are required in connection with the execution, delivery, observance or performance by Seller of this Agreement, the documents to be delivered by Seller at Closing and the consummation of the Transaction contemplated hereby. (c) Mercury is duly organized, validly existing and in good standing under the laws of the State of Massachusetts, is duly qualified to do business in the Commonwealth of Massachusetts and is authorized to enter into the Lease . Mercury has all necessary power to execute and deliver the Lease and to perform all of Mercury’s obligations thereunder. The Lease will at Closing be duly authorized by all requisite corporate action on the part of Seller, will at Closing be duly executed by Mercury, and will be the valid and legally binding obligations of Mercury enforceable in accordance with its terms. Neither the execution and delivery of the Lease, nor the performance of the obligations of Mercury thereunder will result in the violation of any law or any provision of Mercury’s articles of organization or bylaws or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Mercury is bound. (d) As of the Closing, Mercury will have obtained or filed, as the case may be, all authorizations, consents, approvals, waivers, exemptions, licenses, qualifications, registrations, filings, declarations, exemptions or orders of any governmental or regulatory agency, authority, division or body, court or any third party which are required in connection with the execution, delivery, observance or performance by Mercury of the obligations under the Lease.

Seller’s Authorization. Each Seller (a) Seller is duly organizedformed, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business in the Commonwealth of Massachusetts and (b) is authorized to execute this Agreement and will be authorized at Closing to consummate the Transaction Transactions, and fulfill all of its obligations hereunder under this Agreement and under all documents contemplated hereunder by this Agreement to be executed by such - -21 - Seller. Seller , and (c) has all necessary power to execute and deliver this Agreement and will by Closing have taken all actions required by its organizational documents to consummate the Transactions (including executing and delivering all documents contemplated hereunder to be executed by Seller and to perform all of such Seller’s obligations hereunder and thereunder). This Agreement and all documents contemplated hereunder to be executed by each Seller have been duly authorized by all requisite corporate action on the part of Seller, have been and are or upon execution will at Closing be duly executed by Seller, and are the valid and legally binding obligations obligation of each Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller, each Seller nor the performance of the obligations of the each Seller hereunder or thereunder will result in the violation of any law or any provision of Seller’s articles the operating agreement or certificate of incorporation or bylaws formation of such Seller or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature or agreement by which such Seller or such Seller’s Individual Property is bound. (b) . No Seller has obtained requires any consents or filed, as the case may be, all authorizations, consents, approvals, waivers, exemptions, licenses, qualifications, registrations, filings, declarations, exemptions or orders of any governmental or regulatory agency, authority, division or body, court or approvals from any third party party, which are required in connection consent or approval has not been obtained, with the execution, delivery, observance or performance by Seller of this Agreement, the documents respect to be delivered by Seller at Closing and the consummation of the Transaction contemplated hereby. (c) Mercury is duly organized, validly existing and in good standing under the laws of the State of Massachusetts, is duly qualified to do business in the Commonwealth of Massachusetts and is authorized to enter into the Lease . Mercury has all necessary power to execute and deliver the Lease and to perform all of Mercury’s obligations thereunder. The Lease will at Closing be duly authorized by all requisite corporate action on the part of Seller, will at Closing be duly executed by Mercury, and will be the valid and legally binding obligations of Mercury enforceable in accordance with its terms. Neither the execution and delivery of the Lease, nor this Agreement or with respect to the performance by any such Seller of its obligations hereunder, including the sale of the obligations Property (or each Seller’s Individual Property) to Buyer. All necessary and appropriate corporate actions have been taken by the Board of Mercury thereunder will result in Trustees of Washington Real Estate Investment Trust and each Seller authorizing and approving (x) the violation of any law or any provision of Mercuryexecution of, and entry into, this Agreement with respect to such Seller’s articles of organization or bylaws or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature Individual Property; (y) the execution and delivery by which Mercury is bound. (d) As each Seller of the Closingdocuments and instruments to be executed by such Seller on the Closing Date with respect to such Seller’s Individual Property, Mercury will have obtained or filed, as and (z) the case may be, all authorizations, consents, approvals, waivers, exemptions, licenses, qualifications, registrations, filings, declarations, exemptions or orders of any governmental or regulatory agency, authority, division or body, court or any third party which are required in connection with the execution, delivery, observance or performance by Mercury such Seller of its duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of the obligations under Closing on the LeaseProperty (or each Seller’s Individual Property).

Seller’s Authorization. Seller (ai) Seller is duly organized, validly existing and in good standing under the laws Laws of its respective state of organization and, to the extent required by Law, the State of DelawareGeorgia, is duly qualified to do business in the Commonwealth of Massachusetts and (ii) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder the Closing Documents to be executed by Seller. Seller , and (iii) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder the Closing Documents to be executed by Seller Seller, and to perform all of Seller’s obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder the Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller, have been Seller and will at Closing be duly executed by Seller, its general partner or managing member (as applicable) and are is the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder the Closing Documents to be executed by Seller, nor the performance of the obligations of the Seller hereunder or thereunder will result in the violation of any law Law or any provision of Seller’s articles the organizational documents of incorporation Seller or bylaws its general partner or managing member (as applicable) and is or will conflict with any order or decree of any court or governmental instrumentality of any nature or any other written agreement of any nature by which Seller or its general partner or managing member (as applicable) or the Property are bound. Seller is bound. not acting, directly or indirectly for, or on behalf LEGAL02/34919558v5 of, any person, group, entity or nation named by any Executive Order (bincluding the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) Seller has obtained or filedthe United States Treasury Department as a terrorist, as the case may be“Specially Designated National and Blocked Person,” or other banned or blocked person, all authorizationsentity, consentsor nation pursuant to any law that is enforced or administered by OFAC, approvals, waivers, exemptions, licenses, qualifications, registrations, filings, declarations, exemptions or orders of any governmental or regulatory agency, authority, division or body, court or any third party which are required in connection with the execution, delivery, observance or performance by Seller of this Agreement, the documents to be delivered by Seller at Closing and the consummation of the Transaction contemplated hereby. (c) Mercury is duly organized, validly existing and in good standing under the laws of the State of Massachusetts, is duly qualified to do business in the Commonwealth of Massachusetts and is authorized to enter into the Lease . Mercury has all necessary power to execute and deliver the Lease and to perform all of Mercury’s obligations thereunder. The Lease will at Closing be duly authorized by all requisite corporate action not engaging in this transaction, directly or indirectly, on the part of Sellerbehalf of, will at Closing be duly executed by Mercuryor instigating or facilitating this transaction, and will be the valid and legally binding obligations of Mercury enforceable in accordance with its terms. Neither the execution and delivery of the Leasedirectly or indirectly, nor the performance of the obligations of Mercury thereunder will result in the violation of on behalf of, any law such person, group, entity or any provision of Mercury’s articles of organization or bylaws or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by which Mercury is boundnation. (d) As of the Closing, Mercury will have obtained or filed, as the case may be, all authorizations, consents, approvals, waivers, exemptions, licenses, qualifications, registrations, filings, declarations, exemptions or orders of any governmental or regulatory agency, authority, division or body, court or any third party which are required in connection with the execution, delivery, observance or performance by Mercury of the obligations under the Lease.