Common use of Authority Relative to Agreements Clause in Contracts

Authority Relative to Agreements. Subject to Seller's receipt of shareholder approval ("Shareholder Approval") for the sale of Shares in the Second Closing, Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and hereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board of Directors of Seller and does not violate any provision of the respective Certificates of Incorporation or Bylaws of Seller or its Subsidiaries. The execution by Seller of this Agreement and each Ancillary Document, and, subject to the receipt of Shareholder Approval, the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Sellers are a party or by which they are bound, or any law or governmental regulation applicable to Seller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, and except for Seller's receipt of Shareholder Approval and the filing with the SEC and delivery to Seller's stockholders of the required proxy/information statement, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

Authority Relative to Agreements. Subject to Seller's receipt of shareholder approval ("Shareholder Approval") for the sale of Shares in the Second Closing, Seller Purchaser has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and hereunderthereunder including but not limited to the issuance of the shares contemplated in the Purchase Price. The execution and delivery of this Agreement and each Ancillary Documentancillary document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board of Directors of Seller Purchaser or an authorized Committee thereof, and does not violate any provision of the respective Certificates of Incorporation or Bylaws of Seller or its SubsidiariesWentworth. The execution by Seller Purchaser of this Agreement and each Ancillary Documentancillary document, and, subject to the receipt of Shareholder Approval, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Sellers are Purchaser is a party or by which they are it is bound, or any law or governmental regulation applicable to SellerPurchaser, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, and except for Seller's receipt of Shareholder Approval and the filing with the SEC and delivery to Seller's stockholders of the required proxy/information statement, no notices, reports or other filings are required to be made by Seller Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller Purchaser from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Seller Purchaser and the consummation by Seller Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of SellerPurchaser, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

Authority Relative to Agreements. Subject to Seller's receipt of shareholder members approval ("Shareholder Members Approval") for the sale of Shares in the Second Closing, Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and hereunderthereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board of Directors Members of Seller and does not violate any provision of the respective Certificates Articles of Incorporation Organization or Bylaws Operating Agreement of Seller or its Subsidiaries. The execution by Seller of this Agreement and each Ancillary Document, and, subject to the receipt of Shareholder Members Approval, the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Sellers are a party or by which they are bound, or any law or governmental regulation applicable to Seller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, and except for Seller's receipt of Shareholder Members Approval and the filing with the SEC and delivery to Seller's stockholders Members of the required proxy/information statement, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

Authority Relative to Agreements. Subject to Seller's receipt Each of shareholder approval ("Shareholder Approval") for the sale of Shares in the Second Closing, Seller such Company and its -------------------------------- Subsidiaries has the requisite corporate power and authority to enter into this Agreement and all Ancillary DocumentsDocuments to which it is a party, and to carry out their its obligations hereunder and hereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent trustee of such Company, have been duly authorized by all other necessary action on the Board part of Directors of Seller such Company or such Subsidiary, as the case may be, and does do not violate any provision of the respective Certificates Declaration of Incorporation Trust or Bylaws other organizational document of Seller such Company or its Subsidiariessuch Subsidiary, as the case may be. The execution Such Company has delivered to Positano true and correct copies of resolutions adopted by Seller the trustee of such Company and the sole manager of each LLC, as applicable, approving this Agreement and the Ancillary Documents to which it is a party. Except as set forth in the Disclosure Memorandum, the execution, delivery and performance by such Company of this Agreement and each Ancillary Document, andor by such LLC of any Ancillary Agreement to which it is a party, subject to the receipt of Shareholder Approval, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, leasedefault (with or without notice or the lapse of time) under, or give rise to a "change of control," right of termination, cancellation, acceleration of, or a right to put, or compel a tender offer for (except as contemplated in this Agreement), outstanding securities under, or result in the imposition of any Encumbrance under, or require any consent under, any term of (i) the Declaration of Trust or other material agreement organizational documents of such Company or instrumentany of its Subsidiaries, or (ii) any Material Contract or any statute, regulation, order, judgment or decree to which Sellers are such Company (or any of its Subsidiaries) is a party or by which they are it is bound, or any law or governmental regulation applicable to Sellersuch Company (or any of its Subsidiaries), or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, and except for Seller's receipt of Shareholder Approval and required consents under the filing with the SEC and delivery to Seller's stockholders of the required proxy/information statementHSR Act, no notices, reports or other filings are required to be made by Seller such Company or any of its Subsidiaries with, nor are any consents, waivers, registrations, approvals, permits or authorizations required to be obtained by Seller such Company or any of its Subsidiaries from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Seller such Company or any of its Subsidiaries and the consummation by Seller such Company of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents have been duly executed and delivered by a duly authorized officer of such Company and its Subsidiaries which are a party thereto and constitute legal, valid and binding obligations of Sellersuch Company and such Subsidiaries, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

Authority Relative to Agreements. Subject to Seller's receipt of shareholder approval ("Shareholder Approval") for the sale of Shares in the Second Closing, Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and hereunderthereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board of Directors of Seller or an authorized Committee thereof, and does not violate any provision of the respective Certificates of Incorporation or Bylaws of Seller or its SubsidiariesBaron. The execution by Seller of this Agreement and each Ancillary Document, and, subject to the receipt of Shareholder Approval, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Sellers are Seller is a party or by which they are it is bound, or any law or governmental regulation applicable to Seller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, and except for Seller's receipt of Shareholder Approval and the filing with the SEC and delivery to Seller's stockholders of the required proxy/information statement, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.