Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this Agreement, and subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the Wellsford Shareholder Approvals, the "Shareholder Approvals") to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this AgreementAgreement and, and subject to the requisite shareholder approval of the Merger (the "EQR Shareholder Approvals" and, together with the Wellsford EWR Shareholder Approvals, the "Shareholder Approvals") ), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, except for and subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with and subject to its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this AgreementAgreement and, and subject to the requisite shareholder approval affirmative vote of at least a majority of the outstanding EQR Common Shares entitled to vote thereon to approve the Merger (the "EQR Shareholder Approvals" and, together with the Wellsford Merry Land Shareholder Approvals, the "Shareholder Approvals") ), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority; Noncontravention; Consents. (a) EQR has the requisite power and authority to enter into this AgreementAgreement and, and subject to the requisite shareholder approval affirmative vote of holders of at least a majority of the outstanding EQR Common Shares entitled to vote thereon to approve the Merger (the "EQR Shareholder Approvals" and, together with the Wellsford Lexford Shareholder Approvals, the "Shareholder Approvals") ), to consummate the transactions contemplated by this Agreement to which EQR is a party. The execution and delivery of this Agreement by EQR and the consummation by EQR of the transactions contemplated by this Agreement to which EQR is a party have been duly authorized by all necessary action on the part of EQR, subject to the EQR Shareholder Approvals. This Agreement has been duly executed and delivered by EQR and constitutes a valid and binding obligation of EQR, enforceable against EQR in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.