SINCE THE DATE OF ITS FORMATION.
THE PROJECT OWNER IS DULY
QUALIFIED TO DO BUSINESS IN TEXAS AND IS IN GOOD STANDING IN THE STATE OF TEXAS,
THE ONLY JURISDICTION IN WHICH IT IS REQUIRED TO BE SO QUALIFIED OR OTHERWISE
CONDUCTS OPERATIONS.
2.2
TITLE TO PROJECT OWNER MEMBERSHIP INTEREST.
Transferors (i) are the sole record and beneficial owners and (ii) have good and
valid title to the Project Owner Membership Interest, free and clear of any and
all Liens, except in connection with the Mezzanine Loan and the Construction
Loan.
2.3
POWER AND AUTHORITY.
(A)
TRANSFERORS HAVE 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 CAUSE PROJECT OWNER TO AND THE
OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(B)
TRANSFERORS HAVE 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
12
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
TRANSFERORS AND DELIVERED TO TRANSFEREE IN CONNECTION HEREWITH HAVE BEEN DULY
EXECUTED AND DELIVERED BY TRANSFERORS AND CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATIONS OF TRANSFERORS, ENFORCEABLE AGAINST TRANSFERORS IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS.
2.4
NO VIOLATION.
The execution and delivery of this Agreement, and the agreements executed and
delivered by Transferors 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
or Transferors, (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 or
Transferors are a party or by which any of the Project Owner or Transferors are
bound, (c) violate, contravene or conflict with any law, rule or regulation
applicable to any of the Project Owner or Transferors, or (d) result in any
Lien, other than pursuant to the Construction Loan or Mezzanine Loan, on any of
the Project Owner's or Transferors' assets.
2.5
CONSENTS.
No consent, authorization, permit, license or filing with any governmental
authority, lender, lessor, landlord, manufacturer, supplier or other person or
entity, except for Senior Lender and the lessor under the Ground Lease, is
required to authorize, or is required in connection with, the execution and
delivery by Transferors of this Agreement and the agreements and documents
contemplated hereunder to be entered into by the Transferors or the transfer of
the Contributed Property.
2.6
LEGAL PROCEEDINGS.
None of the Project Owner, nor any of its assets are