Common use of DELIVERIES BY HOLDING COMPANY Clause in Contracts

DELIVERIES BY HOLDING COMPANY. At the Closing, Holding Company, acting by and through Cordish Affiliate, will deliver to Inland Affiliate the following: 2.2.1. A copy of the authorization of its managing member authorizing or ratifying its execution and delivery of this Agreement and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby by Holding Company and Cordish Affiliate, respectively. 2.2.2. The Other Agreements, which shall be duly executed by Cordish Affiliate or its affiliates as appropriate. 2.2.3. A copy of its Articles of Organization (and a copy of the Articles of Organization of Subsidiary) certified as of a date within five (5) days of the Closing Date by the Secretary of State (or equivalent official) of its state (or jurisdiction) of organization. 2.2.4. A certificate from the Secretary of State (or equivalent official) of the state (or jurisdiction) of organization as to its good standing in such state (or jurisdiction), certified as of a date within five (5) days of the Closing Date (and such a certificate for Subsidiary). 2.2.5. A certificate from Cordish Affiliate stating that, to the best of its information and belief, the representations and warranties contained in ARTICLE IV are true, complete, and accurate in all material respects at and as of the Closing Date. 2.2.6. The opinion of counsel for Holding Company, Cordish Affiliate and Subsidiary in form and substance similar to EXHIBIT "2.2.6", dated the Closing Date. 2.2.7. The affidavits for the Title Company in the form attached hereto as EXHIBIT "2.2.7" from the persons or entities identified on such exhibit. 2.2.8. A letter to each tenant of the Property in the form attached hereto as EXHIBIT "2.2.8" notifying each tenant of the change of notice address of Subsidiary. 2.2.9. The mutual waiver and release in the form attached hereto as EXHIBIT "2.

Appears in 3 contracts

Samples: Contribution Agreement (Inland Western Retail Real Estate Trust Inc), Contribution Agreement (Inland Western Retail Real Estate Trust Inc), Contribution Agreement (Inland Western Retail Real Estate Trust Inc)

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DELIVERIES BY HOLDING COMPANY. At the Closing, Holding Company, acting by and through Cordish Affiliate, will deliver to Inland Affiliate the following: 2.2.1. A copy of the authorization of its managing member authorizing or ratifying its execution and delivery of this Agreement and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby by Holding Company and Cordish Affiliate, respectively. 2.2.2. The Other Agreements, which shall be duly executed by Cordish Affiliate or its affiliates as appropriate. 2.2.3. A copy of its Articles of Organization (and a copy of the Articles of Organization of Subsidiary) certified as of a date within five (5) days of the Closing Date by the Secretary of State (or equivalent official) of its state (or jurisdiction) of organization. 2.2.4. A certificate from the Secretary of State (or equivalent official) of the state State (or jurisdiction) of organization as to its good standing in such state (or jurisdiction), certified as of a date within five (5) days of the Closing Date (and such a certificate for Subsidiary). 2.2.5. A certificate from Cordish Affiliate stating that, to the best of its information and belief, the representations and warranties contained in ARTICLE IV are true, complete, and accurate in all material respects at and as of the Closing Date. 2.2.6. The opinion of counsel for Holding Company, Cordish Affiliate and Subsidiary in form and substance similar to EXHIBIT "2.2.6", dated the Closing Date. 2.2.7. The affidavits for the Title Company in the form attached hereto as EXHIBIT "2.2.7" from the persons or entities identified on such exhibit. 2.2.8. A letter to each tenant of the Property in the form attached hereto as EXHIBIT "2.2.8" notifying each tenant tenant, of the change of notice address of Subsidiary. 2.2.9. The mutual waiver and release in the form attached hereto as AS EXHIBIT "2.

Appears in 1 contract

Samples: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)

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