The person executing this Agreement on behalf of the Seller entity has full authority and power to execute this Agreement. All requisite company action has been taken to authorize and approve the execution and delivery of the Deed, the Bill of Sale, the Assignment and Assumption of Contracts and Intangible Property and the Assignment and Assumption of Tenant Leases (collectively, the " Conveyance Documents ") and the consummation of the transaction contemplated by this Agreement by the Seller entity. This Agreement is a legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity).