The execution, delivery and performance by each of the Company and the Seller of this Agreement and each of the other Transaction Documents to which it is a party and the consummation by the Company and the Seller of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the OP Units) do not and will not (1) conflict with or violate any provisions of the Partnership Agreement, the Amended and Restated Declaration of Trust of the Company (the “ Charter ”) or the Amended and Restated Bylaws of the Company or otherwise result in a violation of the organizational documents of the Company or the Seller, (2) conflict with, or constitute a default (or an event that with notice or lapse of time or both would result in a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or the Seller or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract of the Company, or (3) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or the Seller is subject (including federal and state securities laws, assuming the correctness of the representations and warranties made by the Buyer herein), or by which any property or asset of the Company or the Seller is bound or affected, except in the case of clauses (2) and (3) such as would not, individually or in the aggregate, have, or would reasonably be expected to result in, a Company Material Adverse Effect.