Common use of Authority; Noncontravention; Consents Clause in Contracts

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 of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention; Consents. The Company has the requisite trust power and authority to enter into this Agreement and, subject to approval of this Agreement by the vote of the holders of the Common Shares required to approve this Agreement and the Transactions (the "Company Shareholder Approvals"), to consummate the transactions contemplated by this Agreement Transactions 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 Transactions to which the Company is a party have been duly authorized by all necessary trust action on the part of the CompanyCompany and no other action or proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the Transactions, 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 as set forth in Schedule 3.2(c) attached heretoSCHEDULE 3.1.4 to the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, 6 12 and the consummation of the transactions contemplated by this Agreement Transactions 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 or alteration of rights or obligations under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration of Trust Company's Charter and the Company's Bylaws, or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of the Companyany 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 its 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 its 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 Liens that either individually or in the aggregate would not (x) have a Company Material Adverse Effect or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementTransactions. 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 the Company of the transactions contemplated by this AgreementTransactions, except for (i) the filing with the SEC of (x) a joint proxy statement relating to the Company Shareholder Approvals and the Acquiror Shareholder Approvals of the Transactions (as amended or supplemented from time to time, the "Proxy 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, (ii) the filing of the Articles of Merger with the SDAT and the Certificates of Merger Applicable Bodies, (iii) such filings as may be required in connection with the Secretary payment of State of the State of Delaware any Transfer and Gains Taxes and (iiiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c)SCHEDULE 3.1.4 to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement Transactions or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect.. 3.1.5

Authority; Noncontravention; Consents. The Company Suites has the requisite trust corporate power and authority to enter into this Agreement and, subject to approval of the Merger, this Agreement and the other transactions contemplated hereby by the requisite vote of the holders of the Suites Common Shares (the "Suites Common Shareholder Approval"), to consummate the Merger and the other transactions contemplated by this Agreement to which the Company is a partyAgreement. The execution and delivery of this Agreement by the Company Suites and the consummation by the Company Suites of the transactions contemplated by this Agreement to which the Company is a party hereby have been duly authorized by all necessary trust corporate action on the part of Suites, subject to receipt of the CompanySuites Common Shareholder Approval. This Agreement has been duly executed and delivered by the Company Suites and constitutes a valid and binding obligation obligations of the CompanySuites, enforceable against the Company Suites 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(c3.1(d) attached heretoto the Suites Disclosure Letter, the execution and delivery of this Agreement by the Company Suites do not, and the consummation of the transactions contemplated by this Agreement to which the Company is a party hereby and compliance by the Company Suites 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 Lien upon any of the properties or assets of the Company Suites or any Suites Subsidiary under, (i) the Declaration charter or by-laws of Trust Suites or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Suites Subsidiary, each as amended or supplemented to the Companydate 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 the Company Suites or its any Suites 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to the Company Suites or its any Suites 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 Liens that individually or in the aggregate would not (x) have a Company Suites Material Adverse Effect or (y) prevent the consummation of the Merger or the other transactions contemplated by this Agreementhereby. 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 (a "Governmental Entity Entity"), is required by or with respect to the Company Suites or any Suites Subsidiary in connection with the execution and delivery of this Agreement by the Company Suites or the consummation by the Company Suites of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a proxy statement relating to the approval by Suites shareholders of the Articles Merger and the other transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement"), (y) the registration statement on Form S-4 of the Company, of which the Proxy Statement shall be a part (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") relating to the issuance of the Merger Consideration, and (z) 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, the Merger and the other transactions contemplated by this Agreement, (ii) such filings as may be required in connection with the SDAT payment of any Transfer and the Certificates of Merger with the Secretary of State of the State of Delaware Gains Taxes (as defined herein), and (iiiii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c), 3.1(d) to the Suites Disclosure Letter or (B) as may be required under (x) federal, state state, local or local environmental laws or foreign Environmental Laws (yas defined herein) the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the Merger or the other transactions contemplated by this Agreement hereby or otherwise prevent the Company Suites from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Suites Material Adverse Effect.

Authority; Noncontravention; Consents. The Company has the requisite trust corporate 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 hereby to which the Company is a party have been duly authorized and approved in the manner required by all necessary trust action on the part Company Charter and the Company's Bylaws, by applicable law or by applicable regulations of any stock exchange or other regulatory body, and by the Company's Board of Directors. No approval by the stockholders of the CompanyCompany is required to complete the Merger and the other transactions contemplated hereby, including without limitation, under the rules of the NYSE. 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 The execution and delivery of this Agreement by the Company do does not, and the consummation of the transactions contemplated by this Agreement hereby 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 Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration of Trust Company Charter or Company's Bylaws or the Bylaws 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 Companydate 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 the Company or its 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 its 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 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 by this Agreementhereby. 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 the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing of the Articles of Merger with the VSCC and the SDAT, (ii) the filing with the Securities and Exchange Commission (the "SEC") of 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 other transactions contemplated by this Agreement, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, (iv) the acceptance for record of the Articles of Merger by the SDAT and the Certificates issuance of a Certificate of Merger with by the Secretary of State of the State of Delaware VSCC, and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c)3.2(d) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or Environmental Laws, (yC) as may be required under the "blue sky" laws of various states or (CD) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of determining compliance with the HSR Act, the Company confirms that the conduct of its business consists solely of investing in, owning, developing and operating real estate for the benefit of its shareholders and the unitholders of the Company Operating Partnership.

Authority; Noncontravention; Consents. The Company has the requisite trust corporate power and authority to enter into this Agreement and, subject to approval of this Agreement by the vote of the holders of the Company Shares required to approve this Agreement and the Transactions (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated by this Agreement Transactions 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 Transactions to which the Company is a party have been duly authorized by all necessary trust corporate action on the part of the Company, subject to approval of this Agreement pursuant to the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and constitutes a delivery hereof and thereof by Camden and Camden Sub, constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or (ii) by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Except as set forth in Schedule 3.2(cSCHEDULE 3.1(d) attached heretoto the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the consummation of the transactions contemplated by this Agreement Transactions 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 Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration Articles of Trust Incorporation or the Bylaws of the CompanyCompany 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 as of 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 the Company or its 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 judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LAWS") applicable to the Company or its 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 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 AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity 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 AgreementTransactions, except for (i) the filing by any Person in connection with any of the Articles Transactions of Merger a pre-merger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), to the extent applicable, (ii) the filing with the SDAT 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 Certificates transactions contemplated by this Agreement, (iii) the filing of Articles of Merger with the Secretary of State of the State of Delaware 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 (as defined below) and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c)SCHEDULE 3.1(D) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement Transactions or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Noncontravention; Consents. The Company has the requisite trust corporate 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 hereby to which the Company is a party have been duly authorized and approved in the manner required by all necessary trust action on the part Company Charter and the Company's Bylaws, by applicable law or by applicable regulations of any stock exchange or other regulatory body, and by the Company's Board of Directors. No approval by the stockholders of the CompanyCompany is required to complete the Merger and the other transactions contemplated hereby, including without limitation, under the rules of the NYSE. 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 The execution and delivery of this Agreement by the Company do does not, and the consummation of the transactions contemplated by this Agreement hereby 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 Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Declaration of Trust Company Charter or Company's Bylaws or the Bylaws 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 Companydate 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 the Company or its 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 its 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 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 by this Agreementhereby. 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 the Company of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing of the Articles of Merger with the VSCC and the SDAT, (ii) the filing with the Securities and Exchange Commission (the "SEC") of 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 other transactions contemplated by this Agreement, (iii) such filings as may be required in connection with the payment of any Transfer and Gains Taxes, (iv) the acceptance for record of the Articles of Merger by the SDAT and the Certificates issuance of a Certificate of Merger with by the Secretary of State of the State of Delaware VSCC, and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.2(c3.2( (d)) to the Company Disclosure Letter, (B) as may be required under (x) federal, state or local environmental laws or Environmental Laws, (yC) as may be required under the "blue sky" laws of various states or (CD) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of determining compliance with the HSR Act, the Company confirms that the conduct of its business consists solely of investing in, owning, developing and operating real estate for the benefit of its shareholders and the unitholders of the Company Operating Partnership.