TITLE TO THE 109 MEMBERSHIP INTEREST, FREE AND CLEAR OF ANY
AND ALL LIENS.
109 WAGON WHEEL HAS COMPLIED WITH ALL APPLICABLE LAWS IN
CONNECTION WITH THE ISSUANCE OF THE 109 MEMBERSHIP INTEREST.
THE 109 MEMBERSHIP
INTEREST WAS NOT ISSUED IN VIOLATION OF ANY CONTRACT OR AGREEMENT BINDING UPON
SELLER OR 109 WAGON WHEEL.
(C)
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL
TRANSFER TO PURCHASER GOOD AND VALID TITLE TO THE WAGON WHEEL MEMBERSHIP
INTEREST, FREE AND CLEAR OF ANY AND ALL LIENS.
2.3
POWER AND AUTHORITY.
(A)
SELLER HAS THE FULL LEGAL RIGHT, POWER AND AUTHORITY TO ENTER INTO
THIS AGREEMENT AND ALL AGREEMENTS AND OTHER DOCUMENTS EXECUTED AND DELIVERED BY
IT PURSUANT TO THIS AGREEMENT AND TO CONSUMMATE THE MEMBERSHIP INTEREST PURCHASE
AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(B)
SELLER HAS DULY AND PROPERLY TAKEN ALL ACTION REQUIRED BY LAW AND
BY ITS CERTIFICATE OF FORMATION AND OPERATING AGREEMENT OR COMPARABLE
ORGANIZATIONAL DOCUMENTS ("ORGANIZATIONAL DOCUMENTS") TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ANY RELATED DOCUMENTS
AND THE CONSUMMATION OF THE MEMBERSHIP INTEREST PURCHASE AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
(C)
THIS AGREEMENT AND ALL AGREEMENTS AND DOCUMENTS EXECUTED BY SELLER
AND DELIVERED TO PURCHASER IN CONNECTION HEREWITH HAVE BEEN DULY EXECUTED AND
DELIVERED BY SELLER AND CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF
SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
2.4
NO VIOLATION.
The execution and delivery of this Agreement, and the agreements executed and
delivered by Seller in connection herewith, do not, and the consummation of the
actions contemplated hereby or thereby will not, (a) violate, contravene or
conflict with any provision of the Organizational Documents of the Project
Owner, 109 Wagon Wheel or Seller, (b) violate, contravene or conflict with any
provisions of, result in the acceleration of any obligation under, constitute a
default or breach under, or give any right of termination or cancellation under,
any mortgage, Lien, lease, agreement, note, instrument, debenture, license,
order, arbitration award, judgment or decree to which any of the Project Owner,
109 Wagon Wheel or Seller is a party or by which any of the Project Owner, 109
Wagon Wheel or Seller is bound, (c) violate, contravene or conflict with any
law, rule or regulation applicable to any of the Project Owner, 109 Wagon Wheel
or Seller, or (d) result in any Lien, other than pursuant to the Construction
Loan or Mezzanine Loans, on any of the Project Owner's, 109 Wagon Wheel's or
Seller's assets.
2.5
CAPITALIZATION.
(A)
PROJECT OWNER'S AUTHORIZED EQUITY SECURITIES CONSIST OF THE 106
MEMBERSHIP INTEREST, WHICH IS ISSUED AND OUTSTANDING.
THE 106 MEMBERSHIP
INTEREST HAS BEEN DULY AUTHORIZED AND VALIDLY ISSUED, IS FULLY PAID AND
NONASSESSABLE AND IS OWNED BENEFICIALLY AND OF RECORD BY 109
13
WAGON WHEEL.
THE 106 MEMBERSHIP INTEREST CONSTITUTES ALL OF THE ISSUED AND
OUTSTANDING EQUITY SECURITIES OF THE PROJECT OWNER.
THERE ARE NO AUTHORIZED OR
OUTSTANDING PREEMPTIVE, CONVERSION OR EXCHANGE RIGHTS, SUBSCRIPTIONS, OPTIONS,
WARRANTS, RIGHTS, CONTRACTS,