Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (i) (A) Each of the Company and the Company Operating Partnership has the requisite corporate or limited partnership power and authority, as applicable, to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to receipt of the Company Shareholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by each of the Company and the Company Operating Partnership of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each of the Company and the Company Operating Partnership of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, on the part of the Company and the Company Operating Partnership and, except for (x) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has duly executed and delivered this Agreement and each of the Ancillary Agreements to which it is a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authority; Noncontravention; Consents. (i) (A) Each of the Company Buyer and the Company Operating Partnership has Acquisition Sub have the requisite corporate or limited partnership power and authority, as applicable, authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to receipt of the Company Shareholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it is a partyhereby. The execution and delivery by each of the Company and the Company Operating Partnership of this Agreement by Buyer and each of the Ancillary Agreements to which it is a party Acquisition Sub and the consummation by each Buyer and Acquisition Sub of the Company transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer and Acquisition Sub and no other corporate action or proceedings on the part of Buyer or Acquisition Sub are necessary with respect thereto. This Agreement has been duly executed and delivered by Buyer and Acquisition Sub and constitutes valid and binding obligations of Buyer and Acquisition Sub, enforceable against Buyer and Acquisition Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. The execution and delivery of this Agreement by Buyer and Acquisition Sub do not, and the Company Operating Partnership consummation of the transactions contemplated hereby and thereby compliance by Buyer and Acquisition Sub 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 (i) the articles of incorporation or by-laws of Buyer or Acquisition Sub, each as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, license or other agreement applicable to Buyer or 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 Buyer or Acquisition Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, a material adverse effect on the part ability of Buyer or Acquisition Sub to consummate the Merger or the other 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 Buyer or Acquisition Sub in connection with the execution and delivery of this Agreement by Buyer or Acquisition Sub or the consummation by Buyer or Acquisition Sub of any of the Company and the Company Operating Partnership andtransactions contemplated hereby, except for (x) the filing of the Articles of Merger with and acceptance for record the State Corporation Commission of the Articles Commonwealth of Merger by the SDAT Virginia and the due filing Secretary of State of the Certificate State of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has duly executed and delivered this Agreement and each of the Ancillary Agreements to which it is a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)Delaware.

Authority; Noncontravention; Consents. (i) (Aa) Each of the Company MII, McREMI and the Company Operating Partnership Xxxxxxxxxx XX has the requisite corporate or limited partnership power and authority, as applicable, authority to enter into this Agreement and each of the Ancillary Agreements 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. MPLP has the requisite partnership 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. Each XxXxxx Partnership has the requisite partnership power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and, subject to receipt the requisite approvals of the Company Shareholder Approvalits partners, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party. The execution and delivery by each of the Company and the Company Operating Partnership Seller of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it such Seller is a party and the consummation by each of the Company and the Company Operating Partnership such Seller of the transactions contemplated hereby by this Agreement and thereby the other Transaction Documents to which such Seller is a party have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, action on the part of the Company and the Company Operating Partnership andsuch Seller, except for (x) and subject to the filing approval by each Merging Partnership of the Articles Merger in respect of Merger with such Merging Partnership, the MPLP Contributions in respect of such Merging Partnership and acceptance for record the appointment of the Articles applicable New GP LLC as the successor general partner of Merger such Merging Partnership by the SDAT and the due filing requisite approval of the Certificate limited partners of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating such Merging Partnership, as applicable, are necessary to authorize this . This Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has been duly executed and delivered by each Seller, and each of the other Transaction Documents has been duly executed and delivered by each Seller which is a party thereto, and, assuming the due execution and delivery of this Agreement and each such other Transaction Document by every other party hereto and thereto, respectively, this Agreement and each of the Ancillary Agreements to which it is a party and, assuming due authorization, execution and delivery by such other Transaction Documents each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnershipsuch Seller, enforceable against the Company and the Company Operating Partnership such Seller in accordance with and subject to its terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereinafter in effect affecting creditors’ ' rights generally and by (ii) general principles of equity equity. The board of directors of MII (regardless as general partner of whether enforceability is considered in the general partner of each of the XxXxxx Partnerships, other than Fairfax, Regency North and Summerhill), the board of directors of Xxxxxxxxxx XX (as the general partner of Summerhill), Xxxxxx X. XxXxxx (as the general partner of Fairfax and a proceeding in equity or at Law)general partner of Regency North) and the limited partners of Summerhill have 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.

Authority; Noncontravention; Consents. (i) (A) Each of the Company Parent, the Merger Sub and the Company Parent Operating Partnership has the requisite corporate corporate, limited liability company or limited partnership power and authority, as applicable, to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to receipt of the Company Parent Shareholder Approval, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by each of the Company Parent, the Merger Sub and the Company Parent Operating Partnership of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each of the Company Parent, the Merger Sub and the Company Parent Operating Partnership of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate corporate, limited liability company and limited partnership action, as applicable, on the part of the Company Parent, the Merger Sub and the Company Parent Operating Partnership and, except for (x) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate corporate, limited liability company or limited partnership proceedings on the part of the Company Parent, the Merger Sub or the Company Parent Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Parent Shareholder Approval. Each of the Company Parent and the Company Parent Operating Partnership has duly executed and delivered this Agreement and each of the Ancillary Agreements to which it is a party and, assuming due authorization, execution and delivery by constitutes a legally valid and binding obligation of each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company Parent, the Merger Sub and the Company Parent Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authority; Noncontravention; Consents. (i) (A) Each of the The Company and the Company Operating Partnership has the requisite corporate or limited partnership power and authority, as applicable, authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to receipt approval of the Company Shareholder ApprovalMerger, to consummate the Mergers this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of the Company Common Shares (the "Company Common Shareholder Approval") to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it the Company is a party. The execution and delivery of this Agreement by each of the Company and the consummation by the Company Operating Partnership of the transactions contemplated hereby to which the Company is a party have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Company's Board of Directors, subject to receipt of Company Common Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. Except as set forth in Schedule 3.2(d) to the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not, and each the consummation of the Ancillary Agreements transactions contemplated hereby to which it 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 or any Company Subsidiary under, (i) the Company Charter or Company By-Laws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company 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 the Company or any Company 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 the Company or any Company 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) have a Company Material Adverse Effect or (y) prevent the consummation of the Merger or the other 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 the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by each of the Company and the Company Operating Partnership of any of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, on the part of the Company and the Company Operating Partnership andthereby, except for (i) the filing with the SEC of (x) a proxy statement relating to the approval by Company shareholders of the Merger and the other transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement"), (y) the Registration Statement relating to the issuance of the Merger Consideration and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the other transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware SecretaryState Corporation Commission of the Commonwealth of Virginia, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (yiv) with respect such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(d) to the Partnership MergerCompany Disclosure Letter or (B) as may be required under federal, state or local Environmental Laws or (C) which, if not obtained or made, would not prevent or delay in any material respect the due filing consummation of the Partnership Certificate any of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of by this Agreement or otherwise prevent the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has duly executed and delivered from performing its obligations under this Agreement and each of in any material respect or have, individually or in the Ancillary Agreements to which it is aggregate, a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)Material Adverse Effect.

Authority; Noncontravention; Consents. (i) (A) Each of the The Company and the Company Operating Partnership has the requisite corporate or limited partnership power and authority, as applicable, authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to receipt approval of this Agreement by the vote of the Company Shareholder Approvalholders of the Common Stock required to approve this Agreement and the transactions contemplated hereby (the "COMPANY SHAREHOLDER APPROVALS"), to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it the Company is a party. The execution and delivery of this Agreement by each of the Company and the Company Operating Partnership of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each of the Company and the Company Operating Partnership of the transactions contemplated hereby and thereby by this Agreement to which the Company is a party have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, action on the part of the Company, subject to approval of this Agreement pursuant to the Company Shareholder Approvals. 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 for approval of the amendments to the Operating Partnership andAgreement or approval of the Operating Partnership Transaction, as the case may be, contemplated under Section 1.4 or as set forth in SCHEDULE 3.1(d) to the Company Disclosure Letter, 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 or any Company Subsidiary under, (i) the Articles of Amendment and Restatement of Articles of Incorporation or the Amended and Restated Bylaws of the Company or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company Subsidiary, (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 any Company 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 the Company or any Company 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) have a Material Adverse Effect or (y) prevent the consummation of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company or any Company Subsidiary 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 by any person in connection with any of the Transactions of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by the Company's stockholders and Camden's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "PROXY STATEMENT") and (y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware SecretarySecretary of State of the State of Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes (as defined below) and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in SCHEDULE 3.1(d) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) with the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect to the Partnership Merger, the due filing consummation of the Partnership Certificate any of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of by this Agreement or otherwise prevent the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has duly executed and delivered from performing its obligations under this Agreement and each of in any material respect or have, individually or in the Ancillary Agreements to which it is aggregate, a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)Material Adverse Effect.

Authority; Noncontravention; Consents. (i) (A) Each of the Company Camden and the Company Operating Partnership Camden Sub has the requisite corporate or limited partnership power and authority, as applicable, authority to enter into this Agreement, and subject to approval of this Agreement by the vote of the holders of the Camden Stock required to approve this Agreement and each the transactions contemplated hereby (including, without limitation, the issuance of Camden Common Stock in connection with the Ancillary Agreements to which it is a party Merger (the "CAMDEN SHAREHOLDER APPROVALS" and, subject to receipt of together with the Company Shareholder ApprovalApprovals, the "SHAREHOLDER APPROVALS") to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it Camden or Camden Sub (as the case may be) is a party. The execution and delivery of this Agreement by each of the Company Camden and the Company Operating Partnership of this Agreement and each of the Ancillary Agreements to which it is a party Camden Sub and the consummation by each of the Company Camden and the Company Operating Partnership Camden Sub of the transactions contemplated hereby and thereby by this Agreement to which Camden or Camden Sub (as the case may) is a party have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, action on the part of each of Camden and Camden Sub, subject to approval of this Agreement pursuant to the Company Camden Shareholder Approvals. This Agreement has been duly executed and delivered by each of Camden and Camden Sub and constitutes a valid and binding obligation of each of Camden and Camden Sub, enforceable against each of Camden and Camden Sub in accordance with its terms. Except as set forth in SCHEDULE 3.2(d) to the Camden Disclosure Letter, the execution and delivery of this Agreement by each of Camden and Camden Sub do not, and the Company Operating Partnership andconsummation of the transactions contemplated by this Agreement to which Camden or Camden Sub (as the case may be) is a party and compliance by each of Camden and Camden Sub 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 Camden, Camden Sub, or any other Camden Subsidiary under, (i) the Declaration of Trust, Articles of Incorporation or By-laws (as the case may be) of Camden and Camden Sub or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other Camden 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 Camden, Camden Sub or any other Camden 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 Camden, Camden Sub or any other Camden 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) have a Camden Material Adverse Effect or (y) prevent the consummation of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Camden, Camden Sub or any Camden Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Camden or Camden Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing by any person in connection with any of the Transactions of a pre-merger notification and report form under the HSR Act to the extent applicable, (ii) the filing with the SEC of (x) the Proxy Statement and a registration statement on Form S-4 (or other appropriate form) in connection with the registration of the Camden Common Stock constituting the Merger Consideration (the "REGISTRATION STATEMENT") and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware SecretarySecretary of State of the State of Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in SCHEDULE 3.2(d) to the Camden Disclosure Letter or (A) as may be required under (x) federal, state or local environmental laws or (y) with the "blue sky" laws of various states or (B) which, if not obtained or made, would not prevent or delay in any material respect to the Partnership Merger, the due filing consummation of the Partnership Certificate any of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has duly executed and delivered by this Agreement and each of or otherwise prevent Camden or Camden Sub from performing their respective obligations under this Agreement in any material respect or have, individually or in the Ancillary Agreements to which it is aggregate, a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)Camden Material Adverse Effect.

Authority; Noncontravention; Consents. (i) (A) Each of the Company Camden and the Company Operating Partnership Camden Sub has the requisite corporate or limited partnership power and authority, as applicable, authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to receipt approval of this Agreement by the vote of the holders of the Camden Common Stock required to approve this Agreement and the Transactions, including, without limitation, the issuance of the Camden Shares in connection with the Merger (the "CAMDEN SHAREHOLDER APPROVAL" and, together with the Company Shareholder Stockholder Approval, the "SHAREHOLDER APPROVALS"), to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements Transactions to which it Camden or Camden Sub (as the case may be) is a party. The execution and delivery of this Agreement by each of the Company Camden and the Company Operating Partnership of this Agreement and each of the Ancillary Agreements to which it is a party Camden Sub and the consummation by each of the Company Camden and the Company Operating Partnership Camden Sub of the transactions contemplated hereby and thereby Transactions to which Camden or Camden Sub (as the case may) is a party have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, action on the part of the Company each of Camden and the Company Operating Partnership and, except for (x) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and therebyCamden Sub, subject to receipt approval of this Agreement pursuant to the Company Camden Shareholder Approval. Each of the Company and the Company Operating Partnership This Agreement has been duly executed and delivered this Agreement and by each of the Ancillary Agreements to which it is a party Camden and Camden Sub and, assuming the due authorization, execution and delivery hereof by each of the Parent, the Merger Sub and the Parent Operating PartnershipCompany, constitutes a legally valid and binding obligation of each of Camden and Camden Sub (as the Company and the Company Operating Partnershipcase may be), enforceable against each of Camden and Camden Sub (as the Company and the Company Operating Partnership case may be) in accordance with its terms, except as that such enforceability may be limited by applicable subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws relating to or affecting creditors’ ' rights generally and or (ii) by general principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding in equity or at Lawlaw). Except as set forth in SCHEDULE 3.2 (d) to the Camden Disclosure Letter, the execution and delivery of this Agreement by each of Camden and Camden Sub do not, and the consummation of the Transactions to which Camden or Camden Sub (as the case may be) is a party and compliance by each of Camden and Camden Sub 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 Camden, Camden Sub, or any other Camden Subsidiary under, (i) the Declaration of Trust, Certificate of Incorporation or Bylaws (as the case may be) of Camden and Camden Sub or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other Camden 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 Camden, Camden Sub or any other Camden 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 Camden, Camden Sub or any other Camden 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) have a Camden Material Adverse Effect or (y) prevent the consummation of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Camden, Camden Sub or any Camden Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Camden or Camden Sub, as the case may be, of any of the Transactions, except for (i) the filing by any Person in connection with any of the Transactions of a pre-merger notification and report form under the HSR Act to the extent applicable, (ii) the filing with the SEC of (x) the Proxy Statement and a registration statement on Form S-4 (or other appropriate form) in connection with the registration of the Camden Shares to be issued in the Merger (the "REGISTRATION STATEMENT") and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in SCHEDULE 3.2 (d) to the Camden 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 any of the Transactions or otherwise prevent Camden or Camden Sub from performing their respective obligations under this Agreement in any material respect or have, individually or in the aggregate, a Camden Material Adverse Effect.

Authority; Noncontravention; Consents. (i) (Aa) Each of the Company MII, McREMI and the Company Operating Partnership Summerhill GP has the requisite corporate or limited partnership power xxxxxxxxx xxxer and authority, as applicable, authority to enter into this Agreement and each of the Ancillary Agreements 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. MPLP has the requisite partnership 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. Each McNeil Partnership has the requixxxx partnership power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and, subject to receipt the requisite approvals of the Company Shareholder Approvalits partners, to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party. The execution and delivery by each of the Company and the Company Operating Partnership Seller of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it such Seller is a party and the consummation by each of the Company and the Company Operating Partnership such Seller of the transactions contemplated hereby by this Agreement and thereby the other Transaction Documents to which such Seller is a party have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, action on the part of the Company and the Company Operating Partnership andsuch Seller, except for (x) and subject to the filing approval by each Merging Partnership of the Articles Merger in respect of Merger with such Merging Partnership, the MPLP Contributions in respect of such Merging Partnership and acceptance for record the appointment of the Articles applicable New GP LLC as the successor general partner of Merger such Merging Partnership by the SDAT and the due filing requisite approval of the Certificate limited partners of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating such Merging Partnership, as applicable, are necessary to authorize this . This Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has been duly executed and delivered by each Seller, and each of the other Transaction Documents has been duly executed and delivered by each Seller which is a party thereto, and, assuming the due execution and delivery of this Agreement and each such other Transaction Document by every other party hereto and thereto, respectively, this Agreement and each of the Ancillary Agreements to which it is a party and, assuming due authorization, execution and delivery by such other Transaction Documents each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnershipsuch Seller, enforceable against the Company and the Company Operating Partnership such Seller in accordance with and subject to its terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereinafter in effect affecting creditors’ ' rights generally and by (ii) general principles of equity equity. The board of directors of MII (regardless as general partner of whether enforceability is considered in the general partner of each of the McNeil Partnerships, other than Xxxxxax, Regency North and Summerhill), the board of directors of Summerhill GP (as the general pxxxxxx xx Xxxmerhill), Robert A. McNeil (as the general xxxxxxx xx Xxxxfax and a proceeding in equity or at Law)general partner of Regency North) and the limited partners of Summerhill have 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 McNeil Partnerships and the othxx xxansactions contemplated by this Agreement and the other Transaction Documents.

Authority; Noncontravention; Consents. (ia) (A) Each of the The Company and the Company Operating Partnership has the all requisite corporate or limited partnership power and authority, as applicable, authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements Transaction Documents to which it is (or shall be) a party andparty, subject to receipt of the Company Shareholder Approval, perform its obligations hereunder and thereunder and to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it is a partyTransactions. The execution and delivery by each of the Company and the Company Operating Partnership of this Agreement and each of the Ancillary Agreements Transaction Documents to which it is (or shall be) a party party, the performance of its obligations hereunder and thereunder and the consummation by each of the Company and the Company Operating Partnership of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, on the part of approval by the Company and the Company Operating Partnership and, except for (x) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Board. This Agreement and the Ancillary Agreements Transaction Documents to which it is (or shall be) a party have been (or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has shall be) duly executed and delivered this Agreement and each of by the Ancillary Agreements to which it is a party Company and, assuming the due authorization, execution and delivery of this Agreement by each of the Parentother parties thereto, constitute (or shall constitute) the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its termstheir respective terms subject only to the effect, except as such enforceability may be limited by if any, of (i) applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws Applicable Law affecting creditors’ the rights generally of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies ((i) and (ii) collectively, “Enforceability Exceptions”). The Company Board, by general principles unanimous resolutions duly adopted (and not thereafter modified or rescinded), has (A) approved this Agreement and the Transaction Documents to which the Company is (or shall be) a party, as applicable, and approved the Share Purchase and the other Transactions and determined that this Agreement, such Transaction Documents and the Transactions, including the Share Purchase, upon the terms and subject to the conditions set forth herein, is advisable, fair to and in the best interests of equity the Company, (regardless B) approved this Agreement and such Transaction Documents in accordance with the provisions of whether enforceability is considered in a proceeding in equity or at Law)Applicable Law and the Articles of Organization, and (C) directed that the adoption of this Agreement and approval of the Share Purchase.

Authority; Noncontravention; Consents. (ia) (A) Each of the Company and the Company Operating Partnership FelCor has the requisite corporate or limited partnership power and authority, as applicable, authority (i) to enter into this Agreement and each Transaction Document to which FelCor is a party, (ii) to perform its obligations hereunder and thereunder, and (iii) subject to the requisite approval of the Ancillary Agreements to which it is Merger by the holders of a party and, subject to receipt majority of the Company Shareholder FelCor Common Shares outstanding as of the Record Date (the "FelCor Stockholder Approval"), to consummate the Mergers and the other transactions contemplated by this Agreement hereunder and the Ancillary Agreements to which it is a partythereunder. The execution and delivery by each of the Company and the Company Operating Partnership FelCor of this Agreement and each of the Ancillary Agreements Transaction Document to which it FelCor is a party and the consummation by each of the Company and the Company Operating Partnership FelCor of the transactions contemplated hereby hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate the FelCor Board, the FelCor Board has recommended adoption of this Agreement by its stockholders and limited partnership action, as applicable, on the part directed that this Agreement be submitted to a meeting of the Company and the Company Operating Partnership and, except its stockholders for (x) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretarytheir consideration, and (y) with respect to the Partnership Merger, the due filing of the Partnership Certificate of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company FelCor or the Company Operating Partnership, as applicable, its stockholders are necessary to authorize this any of the foregoing, other than the FelCor Stockholder Approval. This Agreement and the Ancillary Agreements each Transaction Document to which it FelCor is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has have been duly executed and delivered this Agreement by FelCor and each of the Ancillary Agreements to which it is a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally constitute valid and binding obligation obligations of each of the Company and the Company Operating PartnershipFelCor, enforceable against the Company and the Company Operating Partnership FelCor in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally and by general principles of equity (regardless the foregoing exception, the "Bankruptcy Exception"). (b) Except as set forth in Schedule 2.4 to the FelCor Disclosure Letter, the execution and delivery by FelCor of whether enforceability this Agreement and each Transaction Document to which FelCor is considered a party do not, and the consummation of the transactions contemplated hereunder and thereunder and compliance by FelCor with the provisions hereof and thereof 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 proceeding right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in equity the creation of any Lien upon any of the properties or at Lawassets of FelCor or any FelCor Subsidiary under (i) the FelCor Articles or the FelCor Bylaws or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any FelCor Subsidiary, including without limitation the FelCor Operating Partnership, each as amended or supplemented, (ii) any loan or credit agreement, note, bond, mortgage, indenture or any other agreement evidencing, Indebtedness, reciprocal easement agreement, lease, management or other agreement, instrument 8 17 or Permit applicable to FelCor or any FelCor 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 FelCor or any FelCor Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, loss or Liens that, individually or in the aggregate, could not reasonably be expected to (A) have a FelCor Material Adverse Effect or (B) prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement and the Transaction Documents or otherwise prevent FelCor from performing its obligations hereunder or thereunder in any material respect. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to FelCor or any FelCor Subsidiary, including without limitation the FelCor Operating Partnership, in connection with the execution and delivery by FelCor of this Agreement or any of the Transaction Documents to which FelCor is a party or the consummation by FelCor of the transactions contemplated hereunder or thereunder, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (A) a joint proxy statement relating to the approval by FelCor's stockholders and Bristol's stockholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (B) registration statements on appropriate forms under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as amended or supplemented from time to time, the "Registration Statements"), and (C) such reports under the Exchange Act as may be required in connection with this Agreement and the Transaction Documents and the transactions contemplated hereunder and thereunder, (ii) the filing of listing applications with the NYSE with respect to the Surviving Corporation Common Shares to be issued in the Merger, (iii) the filing of the Articles of Merger with the Department, the Certificate of Merger with the Secretary of State of the State of Delaware and other appropriate merger documents and filings with any local recording office or authorities of other states in which FelCor or Bristol is qualified to do business, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.4 to the FelCor Disclosure Letter or (B) which, if not obtained or made, could not reasonably be expected to prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or otherwise prevent FelCor from performing its obligations hereunder or thereunder in any material respect or have, individually or in the aggregate, a FelCor Material Adverse Effect or a Bristol Material Adverse Effect. 2.5.

Authority; Noncontravention; Consents. (i) (A) Each of the The Company and the Company Operating Partnership has the requisite corporate or limited partnership power and authority, as applicable, authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and, subject to receipt approval of this Agreement by the vote of the holders of the Common Stock required to approve this Agreement and the transactions contemplated hereby (the "Company Shareholder ApprovalApprovals"), to consummate the Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements to which it the Company is a party. The execution and delivery of this Agreement by each of the Company and the Company Operating Partnership of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each of the Company and the Company Operating Partnership of the transactions contemplated hereby and thereby by this Agreement to which the Company is a party have been duly and validly authorized by all necessary corporate and limited partnership action, as applicable, action on the part of the Company, subject to approval of this Agreement pursuant to the Company Shareholder Approvals. 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 for approval of the amendments to the Operating Partnership andAgreement or approval of the Operating Partnership Transaction, as the case may be, contemplated under Section 1.4 or as set forth in Schedule 3.1(d) to the Company Disclosure Letter, 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 or any Company Subsidiary under, (i) the Articles of Amendment and Restatement of Articles of Incorporation or the Amended and Restated Bylaws of the Company or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Company Subsidiary, (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 any Company 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 the Company or any Company 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) have a Material Adverse Effect or (y) prevent the consummation of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any Company Subsidiary 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 by any person in connection with any of the Transactions of a pre-merger notification and report form under the Hart-Scott-Rodinx Xxxxxxxxx Xxxxxvements Act of 1976, as amended (the "HSR Act"), to the extent applicable, (ii) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by the Company's stockholders and Camden's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement") and (y) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware SecretarySecretary of State of the State of Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes (as defined below) and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(d) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) with the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect to the Partnership Merger, the due filing consummation of the Partnership Certificate any of Merger with the Delaware Secretary, no other corporate or limited partnership proceedings on the part of the Company or the Company Operating Partnership, as applicable, are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, subject to receipt of by this Agreement or otherwise prevent the Company Shareholder Approval. Each of the Company and the Company Operating Partnership has duly executed and delivered from performing its obligations under this Agreement and each of in any material respect or have, individually or in the Ancillary Agreements to which it is aggregate, a party and, assuming due authorization, execution and delivery by each of the Parent, the Merger Sub and the Parent Operating Partnership, constitutes a legally valid and binding obligation of each of the Company and the Company Operating Partnership, enforceable against the Company and the Company Operating Partnership in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)Material Adverse Effect.