Authority; Noncontravention; Consents. (a) Each of Parent and Buyer has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated by this Agreement to which Parent and/or Buyer is a party have been duly authorized by all necessary limited liability company or corporate action on the part of Parent, Buyer and Holdings. The Merger has been approved by Holdings as the sole stockholder of Buyer. This Agreement has been duly executed and delivered by Parent and Buyer and constitutes a valid and binding obligation of each of Parent and Buyer, enforceable against each of Parent and Buyer in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity. The Contribution Agreement has been duly executed and delivered by the parties thereto and constitutes a valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
(b) The execution and delivery of this Agreement by each of Parent and Buyer does not, and the consummation of the transactions contemplated by this Agreement to which Parent and/or Buyer is a party and compliance by each of Parent and Buyer with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, (i) the organizational documents of Parent or Buyer or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of any other Subsidiary of the Parent, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent o...
Authority; Noncontravention; Consents. (a) Wellsford has the requisite power and authority to enter into this Agreement and, subject to the requisite shareholder approval of the Merger (the "Wellsford Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which Wellsford is a party. The execution and delivery of this Agreement by Wellsford and the consummation by Wellsford of the transactions contemplated by this Agreement to which Wellsford is a party have been duly authorized by all necessary action on the part of Wellsford, subject to the Wellsford Shareholder Approvals. This Agreement has been duly executed and delivered by Wellsford and constitutes a valid and binding obligation of Wellsford, enforceable against Wellsford in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
(b) Except as set forth in Schedule 2.4 to the Wellsford Disclosure Letter, the execution and delivery of this Agreement by Wellsford do not, and the consummation of the transactions contemplated by this Agreement to which Wellsford is a party and compliance by Wellsford with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Wellsford or any Wellsford Subsidiary under, (i) the Amended and Restated Declaration of Trust or the Amended and Restated Bylaws of Wellsford or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Wellsford Subsidiary, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Wellsford or any Wellsford Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to Wellsford or any Wellsford Subsidiary, or their respective properties or assets, other than, in the case of clause (...
Authority; Noncontravention; Consents. (a) Each of Seller General Partner and Seller Partnership has the requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the Seller Partner Approval, to consummate the transactions contemplated by this Agreement to which it is a party. The execution and delivery of this Agreement by Seller General Partner and Seller Partnership and the consummation by Seller General Partner and Seller Partnership of the transactions contemplated by this Agreement to which Seller General Partner and/or Seller Partnership is a party have been duly authorized by all necessary corporate or limited partnership action on the part of Seller General Partner and Seller Partnership, except for and subject to the Seller Partner Approval. This Agreement has been duly executed and delivered by Seller General Partner and Seller Partnership and constitutes a valid and binding obligation of each of Seller General Partner and Seller Partnership, enforceable against each of Seller General Partner and Seller Partnership in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity.
(b) The execution and delivery of this Agreement by each of Seller General Partner and Seller Partnership does not, and the consummation of the transactions contemplated by this Agreement to which it is a party and compliance by it with the provisions of this Agreement will not, require any consent, approval or notice under, or conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Seller General Partner, Seller Partnership or any of their Subsidiaries under, (i) the Certificate of Incorporation or the By-laws or the comparable certificate of incorporation or organizational documents or partnership or similar agreement (as the case may be) of Seller General Partner, Seller Partnership or any of their Subsidiaries, each as amended or supplemented to the date hereof, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease, joint venture agreement, development agreement, benefit plan or other agreement, instrument, permit, concession, franchis...
Authority; Noncontravention; Consents. The Company has the requisite trust power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement to which the Company is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement to which the Company is a party have been duly authorized by all necessary trust action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Except as set forth in Schedule 3.2(c) attached hereto, the execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement to which the Company is a party and compliance by the Company with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Declaration of Trust or the Bylaws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the Company or its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to the Company or its properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens that individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State...
Authority; Noncontravention; Consents. (a) Such Seller has the full and absolute legal right, capacity, power and authority to enter into this Agreement and each Related Document to which such Seller is or will be a party, this Agreement and each Related Document to which such Seller is or will be a party has been, or upon the execution thereof will be, duly and validly executed and delivered by such Seller, and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, the valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) Neither the execution, delivery or performance by such Seller of this Agreement or the Related Documents to which such Seller is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit under, any term, condition or provision of any Contract to which such Seller is a party, or by which such Seller or its assets may be bound or (ii) violate any Law applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaser.
(c) Except as contemplated by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller of this Agreement or the Related Documents to which such Seller is or will be a party ...
Authority; Noncontravention; Consents. (a) Each Parent Entity has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Parent Entity. This Agreement has been duly executed and delivered by each Parent Entity and (assuming due authorization, execution and delivery by the other parties hereto) constitutes the valid and binding obligation of each Parent Entity enforceable against each Parent Entity in accordance with its terms, except (i) as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application affecting or relating to the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(b) No Parent Entity is in violation of or default under (i) any provisions of the respective certificate of incorporation or bylaws of each Parent Entity, (ii) any instrument, judgment, order, writ or decree, (iii) any note, indenture or mortgage, or (iv) any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) any provision of federal or state statute, rule or regulation applicable to any Parent Entity. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the acceleration of any payment, the loss of any right, the creation of any lien, charge or encumbrance upon any assets of any Parent Entity or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to any Parent Entity.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to any Parent Entity or any of their subsidiaries in connection with the execution and delivery of this Agreement by the Parent Entities or the consummation by the Parent Entities of the transactions contemplated hereby, except for: ...
Authority; Noncontravention; Consents. (a) CapStar has the requisite corporate power and authority to enter into this Agreement and, subject to the requisite stockholder approval of the Merger (the "CAPSTAR STOCKHOLDER APPROVALS"), to consummate the transactions contemplated by this Agreement to which CapStar is a party, including without limitation, the Spin-Off Transaction. Except as set forth on Schedule 4.5(a) to the CapStar Disclosure Letter, the CapStar Partners have the requisite partnership power and authority to enter into this Agreement, and to consummate the transaction contemplated by this Agreement to which the CapStar Partners are a party. The execution and delivery of this Agreement by the CapStar Parties and the consummation by the CapStar Parties of the transactions contemplated by this Agreement to which the CapStar Parties are a party have been duly authorized by all necessary action on the part of the CapStar Parties, except for and subject to the CapStar Stockholder Approvals with respect to CapStar and the approvals set forth on Schedule 4.5(a). This Agreement has been duly executed and delivered by the CapStar Parties and constitutes a valid and binding obligation of the CapStar Parties, enforceable against the CapStar Parties in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
(b) Except as set forth in Schedule 4.5(b) to the CapStar Disclosure Letter, the execution and delivery of this Agreement by the CapStar Parties do not, and the consummation of the transactions contemplated by this Agreement to which the CapStar Parties are a party, including without limitation, the Transactions, and compliance by the CapStar Parties with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the CapStar Parties or any CapStar Subsidiary and, at the Effective Time, CapStar Hotel OP, under, (i) the CapStar Charter or the CapStar Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any CapStar Subsidiary, including, without limitation, the CapStar Hotel OP, each as amended or supplemented t...
Authority; Noncontravention; Consents. (a) The Company has the requisite power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, and to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and each of the other Transaction Documents to which the Company is a party has been duly executed and delivered by the Company, and, assuming the due execution and delivery of this Agreement and such other Transaction Documents by every other party hereto and thereto, respectively, this Agreement and such other Transaction Documents each constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with and subject to its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors' rights generally and (ii) general principles of equity. The governing body of the Company has duly and validly approved, and taken all action required to be taken by them for the consummation of the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the XxXxxx Partnerships and the other transactions contemplated by this Agreement and the other Transaction Documents.
(b) Prior to the Effective Time, the Company shall have taken all necessary action to permit the issuance of the Company Interests required to be issued to the Contributing Partners pursuant to Sections 1.1 and 1.4 hereof. The issuance and delivery by the Company of such Company Interests shall be, prior to any of the contributions described in Section 2.3(a) hereof, duly and validly authorized by all necessary action on the part of the Company. Such Company Interests, when issued to the Contributing Partners in accordance with the terms of this Agreement and the LLC Agreement, shall have been duly authorized and shall be validly issued, fully paid and nonassessable and not subject to any Liens or any rights or restrictions other than s...
Authority; Noncontravention; Consents. Starwood has the requisite corporate power and authority to enter into this Agreement, the Incorporation Merger Agreement and the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party and, subject to receipt of the Starwood Shareholder Approvals, to consummate the transactions contemplated by this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party. Starwood Sub has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party by Starwood and the consummation by Starwood of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Starwood, subject to receipt of the Starwood Shareholder Approvals. The execution and delivery of this Agreement by Starwood Sub and the consummation by Starwood Sub of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Starwood Sub. This Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party have been duly executed and delivered by Starwood and, in the case of this Agreement, by Starwood Sub, and constitute the valid and binding obligations of Starwood and Starwood Sub, as applicable, and are enforceable against Starwood and Starwood Sub, as applicable, in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. The execution and delivery of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party by Starwood and the execution and delivery of this Agreement by Starwood Sub do not, and the consummation of the transactions contemplated hereby and thereby and compliance by Starwood and Starwood Sub, as applicable, with the provisions of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party do not and...
Authority; Noncontravention; Consents. SEC Documents; Financial Statements; Undisclosed Liabilities..........................45 3.7 Absence of Certain Changes or Events..................................................46 3.8 Litigation............................................................................46 3.9 Properties............................................................................47 3.10
