Common use of Authorization, No Violations and Notices Clause in Contracts

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the Contributor, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributor. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor and is a valid and binding obligation enforceable against him in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor with any of the provisions hereof, will (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLC, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, or other instrument, or obligation to which the LLC is a party, or by which the LLC may be bound, or to which the LLC or the Property or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor or compliance by the Contributor with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorSellers, and the consummation of the transactions contemplated hereby hereby, have been duly authorized, adopted and approved by the ContributorSellers, as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Sellers and is a valid and binding obligation enforceable against him Sellers in accordance with its terms. There are no actions or proceedings pending or threatened to liquidate, reorganize, place in bankruptcy or dissolve any Seller, and no Seller is contemplating such action. (b) Neither the execution, delivery, or performance by the Contributor any Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor such Seller with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event thatevent, which, with or lapse the passage of time time, the giving of notice, or both, would constitute a defaultdefault except such mortgages or security documents with respect to a financing transaction that will be paid off at Closing) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property Properties or assets of the LLCany Seller, under any of the terms, conditions, or provisions ofof its organizational documents, the Articles of Organizationas applicable, the LLC Operating Agreementlicenses, or any noteleases, bond, mortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreementagreements, or other instrumentinstruments, or obligation to which the LLC Seller is a party, or by which the LLC Seller may be bound, or to which the LLC or the any Seller, any Property or assets any other Assets may be subject; or; (ii) to Seller’s Knowledge, violate any judgment, ruling, order, writ, injunctioninjunction or decree applicable to any Seller, decreeor the Properties, or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to the LLC or its Property or assets that would not be violated by the executionany Seller, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Properties or compliance by the Contributor with any of Sellers’ other assets. (c) Each Seller has conducted no business other than the provisions hereofownership and operation of its respective Hotel.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorContributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorContributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Contributors and is a valid and binding obligation enforceable against him them in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property Property, the assets of the Subject Company or assets of the LLCProperty Owner, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Subject Company Operating Agreement, the Property Owner Operating Agreement or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC Subject Company or the Property Owner is a party, or by which the LLC Subject Company or the Property Owner may be bound, or to which the LLC Subject Company or the Property Owner or assets their respective properties or assets, or the Property may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC Subject Company or its the Property Owner, their respective properties or assets assets, or the Property that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Contributors or compliance by the Contributor Contributors with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorSeller, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorSeller as necessary. No other Seller proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Seller and is a valid and binding obligation enforceable against him Seller in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Seller with any of the provisions hereof, will, (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event thatevent, which, with or lapse the passage of time time, the giving of notice, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLCSeller, under any of the terms, conditions, or provisions of, the Certificate of Limited Partnership or Articles of OrganizationOrganization or Articles of Incorporation, as applicable, of such Seller, the LLC Limited Partnership Agreement or Operating Agreement, or any noteBylaws, bondas applicable, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC Seller is a party, or by which the LLC Seller may be bound, or to which the LLC Seller or the Property or assets may be subjectsubject with the exception of the Existing Franchise License and the Existing Financing; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC Seller or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Seller or compliance by the Contributor Seller with any of the provisions hereof. (c) The Seller has conducted no business other than the ownership of the Property.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by each of the ContributorSellers, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorSellers as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor each Sellers and is a valid and binding obligation enforceable against him each and every Sellers in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor any Sellers of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor any Sellers with any of the provisions hereof, will, (i) except for the terms of the LLC's Existing Financing Documents (as defined in Section 3.10), the License (as defined in Section 3.25) and the LLC's liquor license, violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLC, under any of the terms, conditions, or provisions of, the Articles of OrganizationOrganization of such Sellers (if applicable), the LLC Operating Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC is a party, or by which the LLC may be bound, or to which the LLC or the Property or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Sellers or compliance by the Contributor Sellers with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorSeller, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorSeller as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Seller and is a valid and binding obligation enforceable against him Seller in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Seller with any of the provisions hereof, will, (i) except for the terms of the Seller's Existing Financing, the License and the liquor license, violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLCSeller, under any of the terms, conditions, or provisions of, the Articles Certificate of OrganizationLimited Partnership of such Seller (if applicable), the LLC Operating Limited Partnership Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC Seller is a party, or by which the LLC Seller may be bound, or to which the LLC Seller or the Property or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC Seller or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Seller or compliance by the Contributor Seller with any of the provisions hereof. (c) The Seller has conducted no business other than the ownership of the Property.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorContributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorContributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Contributors and is a valid and binding obligation enforceable against him them in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Contributors with any of the provisions hereof, will (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLC, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, or other instrument, or obligation to which the LLC is a party, or by which the LLC may be bound, or to which the LLC or the Property or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Contributors or compliance by the Contributor Contributors with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorSellers, and the consummation of the transactions contemplated hereby hereby, have been duly authorized, adopted and approved by the ContributorSellers as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Sellers and is a valid and binding obligation enforceable against him Sellers in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor any Seller of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor such Seller with any of the provisions hereof, will, (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event thatevent, which, with or lapse the passage of time time, the giving of notice, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property Properties or assets of the LLCany Sellers, under any of the terms, conditions, or provisions ofof its Certificate of Limited Partnership, the Articles of Organization, Articles of Incorporation, the LLC Operating Limited Partnership Agreement, Operating Agreement or any noteBylaws, bondas applicable, mortgagelicenses, indentureleases, deed of trust, license (including without limitation, the License), lease, agreementagreements, or other instrumentinstruments, or obligation to which the LLC Seller is a party, or by which the LLC Seller may be bound, or to which the LLC or the any Seller, any Property or any of its other assets may be subject; orsubject other than the Existing Franchise Licenses and the documents executed in connection with Sellers’ existing mortgage financings which will be fully discharged on the Closing Date; (ii) violate any judgment, ruling, order, writ, injunctioninjunction or decree applicable to any Seller, decreeor the Properties or any of Sellers’ other assets; or (iii) to Sellers’ Knowledge, violate any statute, rule, or regulation applicable to the LLC or its Property or assets that would not be violated by the executionany Seller, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Properties or compliance by the Contributor with any of Sellers’ other assets. (c) Sellers have conducted no business other than the provisions hereofownership of the Properties.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorContributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributorpartners of the Contributors for those Contributors that are partnerships and by shareholders of the Contributor that is a corporation to the extent required by their organizational documents and applicable law, and by the Contributors that are individuals. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Shree, JSK II, ▇▇▇▇▇▇▇, Kunj, Shanti III, Devi, Shah, Desfor, Patni and SEL, and is a valid and binding obligation enforceable against him them in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Contributors with any of the provisions hereof, will : (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property properties or assets of the LLCPartnership, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreementits Partnership, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC Partnership is a party, or by which the LLC Partnership may be bound, or to which the LLC Partnership or the Property its properties or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor or compliance by the Contributor with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorSellers, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorSellers. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Sellers and is a valid and binding obligation enforceable against him in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Sellers of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Sellers with any of the provisions hereof, will (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLCPartnership, under any of the terms, conditions, or provisions of, the Articles Certificate of OrganizationLimited Partnership, the LLC Operating Limited Partnership Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, organizational document or other instrument, or obligation to which the LLC Partnership or either of the Sellers is a party, or by which the LLC Partnership or either of the Sellers may be bound, or to which the LLC Partnership or the Property or assets of the Partnership or either of the Sellers may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to either of the LLC Sellers, the Partnership or its the Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Sellers or compliance by the Contributor Sellers with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorContributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributors, and the partners of the Contributors for those Contributors that are partnerships, and the shareholders of the Corporate Contributor, to the extent required by their organizational documents and applicable law. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Shree, Kunj, Shanti III, Devi, JHS Trust, NHS Trust, Desfor, and SEL, and is a valid and binding obligation enforceable against him them in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Contributors with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property properties or assets of the LLCPartnership, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreementits Partnership, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC Partnership is a party, or by which the LLC Partnership may be bound, or to which the LLC Partnership or the Property its properties or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC Partnership or its Property property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Contributors or compliance by the Contributor Contributors with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the Contributor, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributor. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor and is a valid and binding obligation enforceable against him the Contributor in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor with any of the provisions hereof, will (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLCLP, under any of the terms, conditions, or provisions of, the Articles Certificate of OrganizationLimited Partnership, the LLC Operating LP Partnership Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, or other instrument, or obligation to which the LLC LP is a party, or by which the LLC LP may be bound, or to which the LLC LP or the Property or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC LP or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor or compliance by the Contributor with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorContributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorContributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Contributors and is a valid and binding obligation enforceable against him them in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Contributors with any of the provisions hereof, will (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property Property, the assets of the LLC or assets of the LLCProperty Owner, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreement, the Property Owner Operating Agreement or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC or the Property Owner is a party, or by which the LLC or the Property Owner may be bound, or to which the LLC or the Property Owner or assets their respective properties or assets, or the Property may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC or its the Property Owner, their respective properties or assets assets, or the Property that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Contributors or compliance by the Contributor Contributors with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the Contributor, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributor. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor and is a valid and binding obligation enforceable against him in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor with any of the provisions hereof, will (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLC, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License), lease, agreement, or other instrument, or obligation to which the LLC is a party, or by which the LLC may be bound, or to which the LLC or the Property or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC or its Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor or compliance by the Contributor with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorContributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributorpartners, manager(s) and board of directors of the Contributors for each Contributor which is a partnership, limited liability company or a non-profit corporation, business corporation or insurance company, respectively, to the extent required by each entities organizational documents and applicable law. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor entities and individuals set forth on Schedule 1 and is a valid and binding obligation enforceable against him them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of general application. (b) Neither Except as set forth on Schedule 3.2(b), neither the execution, delivery, or performance by the Contributor Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor with hereby and under any of the provisions hereof, document executed pursuant hereto will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the Property Real Property, Improvements, properties or assets of the LLCContributed Entities, or the breach of any right of first refusal, right of first offer, purchase option or other right to acquire any Real Property or Improvements under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC Contributed Entities is a party, or by which the LLC Contributed Entities may be boundbound or affected, or to which the LLC Contributed Entities or its properties or assets or the Real Property or assets Improvements may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC Contributed Entities or its property or assets or the Real Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor or compliance by the Contributor with any of the provisions hereofImprovements.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the ContributorContributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the ContributorContributors. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor Contributors and is a valid and binding obligation enforceable against him them in accordance with its terms. (b) Neither the execution, delivery, or performance by the Contributor Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor Contributors with any of the provisions hereof, will (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property Property, the assets of the LP or assets of the LLC, under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreement, the Certificate of Limited Partnership, the LP Partnership Agreement or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LP or the LLC is a party, or by which the LP or the LLC may be bound, or to which the LP or the LLC or their respective properties or assets, or the Property or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC LP or its the LLC, their respective properties or assets, or the Property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributor Contributors or compliance by the Contributor Contributors with any of the provisions hereof.

Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by the Contributor, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributormanager(s) and member(s) of the Contributor which is a limited liability company and board of directors and shareholders of the Contributor which is a corporation, in each case to the extent required by each entity's organizational documents and applicable law. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by the Contributor and is a valid and binding obligation enforceable against him it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of general application. (b) Neither Except as set forth on Schedule 3.2, neither the execution, delivery, or performance by the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributor with hereby and under any of the provisions hereof, document executed pursuant hereto will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the Property or assets of the LLC, Contributor's Interests under any of the terms, conditions, or provisions of, the Articles of Organization, the LLC Operating Agreement, or any note, bond, mortgage, indenture, deed of trust, license (including without limitation, the License)license, lease, agreement, or other instrument, or obligation to which the LLC any Origen Entity or such Contributor is a party, or by which the LLC any Origen Entity or such Contributor may be boundbound or affected, or to which the LLC any Origen Entity or the Property such Contributor or its properties or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the LLC any Origen Entity or its Property property or assets that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the such Contributor or compliance by the Contributor with any of the provisions hereofits property or assets.