Common use of Authority; Noncontravention; Consents Clause in Contracts

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 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 Starwood or any Starwood Subsidiary under, (i) subject to receipt of the Starwood Shareholder Approvals, the amended and restated declaration of trust or the amended and restated bylaws of Starwood or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Starwood Subsidiary, each as amended, restated 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, contract, franchise or license applicable to Starwood or any Starwood Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to Starwood or any Starwood Subsidiary or their respective 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) reasonably be expected to result in a Starwood Material Adverse Effect or (y) materially delay or prevent the consummation of the Merger, the Incorporation Merger and the Advisor Transaction. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Starwood or any Starwood Subsidiary in connection with 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 or Starwood Sub or the consummation by Starwood or the Starwood Subsidiaries of any of the transactions contemplated hereby and thereby, except for (i) the filing with the SEC of (x) the Proxy Statement and the Registration Statement and (y) such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger for the Merger by the SDAT, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 3.2(d) of the Starwood Disclosure Letter or (A) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (B) which, if not obtained or made, would not prevent or delay in any material respect the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Starwood from performing its obligations hereunder or thereunder in any material respect or be reasonably expected to result in, individually or in the aggregate, a Starwood Material Adverse Effect.

Authority; Noncontravention; Consents. Subject to receipt of the requisite approval of Starwood's shareholders, 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 ApprovalsMerger Agreement, 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 partythe Merger Agreement. New Starwood Sub has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, subject to receipt of the requisite approval of Starwood's shareholders. The execution and delivery of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary the Merger 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 New Starwood Sub and the consummation by New Starwood Sub of the transactions contemplated hereby have been duly authorized by all necessary action on the part of New Starwood Sub. This Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary the Merger Agreement to which Starwood is a party have been duly executed and delivered by Starwood andStarwood, and in the case of this Agreement, by New Starwood Sub, and constitute the valid and binding obligations of Starwood and New Starwood Sub, as applicable, and are enforceable against Starwood and New Starwood Sub, as applicable, in accordance with their its 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 Merger Agreement by Starwood Sub do does not, and the consummation of the transactions contemplated hereby and thereby and compliance by Starwood and New Starwood Sub, as applicable, and the execution and delivery of this Agreement by New Starwood Sub do, with the provisions of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary the Merger Agreement to which Starwood is a party do not and will not 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 Starwood or or, any Starwood Subsidiary under, (i) subject to receipt of the Starwood Shareholder Approvals, the amended and restated declaration of trust or the amended and restated bylaws of Starwood or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Starwood Subsidiary, each as amended, restated 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, contract, franchise or license applicable to Starwood or any Starwood Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to Starwood or any Starwood Subsidiary or their respective 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) reasonably be expected to result in have a Starwood Material Adverse Effect or (y) materially delay or prevent the consummation of the Advisor Merger, the Incorporation Merger and the Advisor TransactionMerger. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Starwood or or, any Starwood Subsidiary in connection with the execution and delivery of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary the Merger Agreement to which Starwood is a party, by Starwood or Starwood Sub or the consummation by Starwood or and, the Starwood Subsidiaries of any of the transactions contemplated hereby and thereby, except for (i) the filing with the SEC of (x) the Proxy Statement and the Registration Statement and (y) such reports under Sections Section 13 and Section 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record filing of the Articles Certificate of Merger for with the Merger by Secretary of State of the SDATState of Delaware, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 3.2(d) the requisite approval of the Starwood Disclosure Letter Starwood's shareholders or (A) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (B) which, if not obtained or made, would not prevent or delay in any material respect the consummation of the Advisor Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Starwood from performing its obligations hereunder or thereunder under this Agreement in any material respect or be reasonably expected to result inhave, individually or in the aggregate, a Starwood Material Adverse Effect.

Authority; Noncontravention; Consents. Starwood has Each of Buyer and Acquisition Sub have 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 Approvalshereby. The execution and delivery of this Agreement by Starwood Buyer and Acquisition Sub and the consummation by Starwood Buyer and Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Starwood SubBuyer and Acquisition Sub and no other action or proceedings on the part of Buyer or Acquisition Sub are necessary with respect thereto. This Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party have has been duly executed and delivered by Starwood and, in the case of this Agreement, by Starwood Sub, Buyer and constitute the Acquisition Sub and constitutes valid and binding obligations of Starwood Buyer and Starwood Acquisition Sub, as applicable, and are enforceable against Starwood Buyer and Starwood Sub, as applicable, Acquisition Sub in accordance with their its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting relating to 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 Buyer and Acquisition Sub do not, and the consummation of the transactions contemplated hereby and thereby and compliance by Starwood Buyer and Starwood Sub, as applicable, Acquisition Sub with the provisions of this AgreementAgreement will not, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary Agreement to which Starwood is a party do not and 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 Starwood or any Starwood Subsidiary under, under (i) subject to receipt the certificate of the Starwood Shareholder Approvalslimited partnership, the amended and restated declaration of trust partnership agreements or the amended and restated bylaws of Starwood or the comparable charter or other organizational documents of Buyer or partnership or similar agreement (as the case may be) of any Starwood SubsidiaryAcquisition Sub, each as amended, restated amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreementlease, lease license or other agreement, instrument, permit, concession, contract, franchise or license agreement applicable to Starwood Buyer or any Starwood Subsidiary Acquisition Sub or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to Starwood Buyer or any Starwood Subsidiary Acquisition Sub or their respective 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) reasonably be expected have a material adverse effect on the ability of Buyer or Acquisition Sub to result in a Starwood Material Adverse Effect consummate the Merger or (y) materially delay or prevent the consummation of the Merger, the Incorporation Merger and the Advisor Transactionother transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Starwood Buyer or any Starwood Subsidiary Acquisition Sub in connection with 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 Buyer or Starwood Acquisition Sub or the consummation by Starwood Buyer or the Starwood Subsidiaries Acquisition Sub of any of the transactions contemplated hereby and therebyhereby, except for (i) the filing with the SEC of (x) the Proxy Statement and the Registration Statement and (y) such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger for the Merger by the SDAT, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 3.2(d) State Corporation Commission of the Starwood Disclosure Letter or (A) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws Commonwealth of various states or (B) which, if not obtained or made, would not prevent or delay in any material respect the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Starwood from performing its obligations hereunder or thereunder in any material respect or be reasonably expected to result in, individually or in the aggregate, a Starwood Material Adverse EffectVirginia.

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 Chateau has the requisite corporate power and authority to enter into this Agreement and and, subject to approval by the requisite vote of the holders of the Common Stock required to approve the issuance of the Merger Consideration to the ROC stockholders (the "Chateau Stockholder Approvals" and, together with the ROC Stockholder Approvals, the "Stockholder Approvals"), 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 Chateau is a party by Starwood party. Chateau has the requisite corporate power and authority to enter into the consummation by Starwood of Chateau Option Agreement and to consummate the transactions 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 Approvalswhich Chateau is a party. The execution and delivery of this Agreement and the Chateau Option Agreement by Starwood Sub Chateau and the consummation by Starwood Sub Chateau of the transactions Transactions contemplated hereby and thereby to which Chateau is a party have been duly authorized by all necessary corporate action on the part of Starwood SubChateau, subject to the approval of the issuance of the Merger Consideration to the ROC stockholders pursuant to the Chateau Stockholder Approvals. The execution and delivery of the Operating Partnership Agreement Amendment has been duly authorized by Chateau and by all other necessary partnership action, the Operating Partnership Agreement Amendment will constitute a valid and binding obligation of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms. This Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary the Chateau Option 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, Chateau and constitute the valid and binding obligations of Starwood and Starwood SubChateau, as applicable, and are enforceable against Starwood and Starwood Sub, as applicable, Chateau 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 Chateau Principal Proxies have been duly executed and delivery delivered by the Chateau Principals and constitute valid and binding proxies of this Agreementthe Chateau Principals enforceable in accordance with their terms. Except as set forth in Schedule 3.2(d) to the Chateau Disclosure Letter, 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 and the Chateau Option Agreement by Starwood Sub Chateau do not, and the consummation of the transactions Transactions contemplated hereby and thereby to which Chateau is a party and compliance by Starwood and Starwood Sub, as applicable, Chateau with the provisions of this Agreement, the Incorporation Merger Agreement, the Advisor Transaction Agreement and each other Ancillary the Chateau Option Agreement to which Starwood is a party do not and will not 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 Starwood Chateau or any Starwood Chateau Subsidiary under, (i) subject to receipt the Charter or By-laws of the Starwood Shareholder Approvals, the amended and restated declaration of trust or the amended and restated bylaws of Starwood Chateau or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Starwood Chateau Subsidiary, each as amended, restated 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, contract, franchise or license applicable to Starwood Chateau or any Starwood Chateau Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Laws applicable to Starwood Chateau or any Starwood Chateau Subsidiary or their respective 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) reasonably be expected to result in have a Starwood Chateau Material Adverse Effect or (y) materially delay or prevent the consummation of the Merger, the Incorporation Merger and the Advisor TransactionTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Starwood Chateau or any Starwood Chateau Subsidiary in connection with the execution and delivery of this Agreement, Agreement or the Incorporation Merger Agreement, the Advisor Transaction Chateau Option Agreement and each other Ancillary Agreement to which Starwood is a party, by Starwood or Starwood Sub Chateau or the consummation by Starwood or the Starwood Subsidiaries Chateau of any of the transactions Transactions contemplated hereby and thereby, except for (i) the filing with the SEC of (x) the Proxy Statement and the Registration Statement and (y) such reports under Sections 13 Section 13(a) and 16 Section 14 of the Exchange Act as may be required in connection with this Agreement and the transactions Transactions contemplated by this Agreement, (ii) the acceptance for record filing of the Articles of Merger for the Merger by with the SDATDepartment of Assessments and Taxation of the State of Maryland, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, Taxes and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section Schedule 3.2(d) of to the Starwood Chateau Disclosure Letter or (A) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (B) which, if not obtained or made, would not prevent or delay in any material respect the consummation of the Merger or any of the transactions Transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Starwood Chateau from performing its obligations hereunder or thereunder under this Agreement in any material respect or be reasonably expected to result inhave, individually or in the aggregate, a Starwood Chateau Material Adverse Effect.