Common use of DELIVERIES BY INLAND AFFILIATE Clause in Contracts

DELIVERIES BY INLAND AFFILIATE. At the Closing, Inland Affiliate will unconditionally deliver to Cordish Affiliate the following: 2.1.1. A copy of resolutions of Inland Affiliate and Inland, certified by its Secretary, in the case of Inland, or the Secretary of its sole member, in the case of Inland Affiliate, authorizing or ratifying its execution and delivery of this Agreement and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby. 2.1.2. The Other Agreements, which shall be duly executed by Subsidiary, Inland Affiliate and/or Inland, as appropriate. 2.1.3. A copy of the organizational documents of Inland Affiliate and Inland, certified as of a date within five (5) days of the Closing Date by the Secretary of State of the state of organization. 2.1.4. A certificate of its Secretary, in the case of Inland, and the Secretary of its sole member, in the case of Inland Affiliate, attaching thereto a true and complete copy of its Bylaws (in the case of Inland) and Operating Agreement (in the case of Inland Affiliate) as in effect on the Closing Date for Inland Affiliate and Inland. 2.1.5. A certificate of the Secretary of its sole member stating that, to the best of his information and belief, the representations and warranties contained herein of Inland Affiliate are true, complete, and accurate in all material respects at and as of the Closing Date. 2.1.6. The opinion of counsel for Subsidiary, Inland Affiliate and Inland in form and substance similar to EXHIBIT "2.1.6", dated the Closing Date. 2.1.7. A copy of the owner's title insurance policy, with all instruments, documents and plats referenced to therein, for the Property and the survey of the Property prepared for Inland Affiliate or the Subsidiary in connection with this Agreement. 2.1.8. Such other documents and instruments as reasonably may be required by Holding Company, exclusively acting by and through Cordish Affiliate, and the title company issuing the new owner's policy for Subsidiary on the Closing Date (the "TITLE COMPANY") and which may be necessary to consummate this transaction and otherwise to effect the agreements of the parties hereto. 2.1.9. The mutual waiver and release in the form attached hereto as EXHIBIT "2.2.9" executed by Inland Affiliate pertaining to Inland Affiliate's alleged breach of that certain Confidentiality Agreement between Inland Real Estate Acquisition, Inc. and The Cordish Company, dated as February 27, 2004 to the extent that such alleged breach concerned the Property and Subsidiary. (Such release shall also contain a standstill agreement by The Cordish Company not to pursue any claims under any similar agreements concerning any other property owned by an entity that is partially owned by any affiliate of The Cordish Company as long as such property is subject to a valid and binding contribution agreement that is similar to this agreement between such affiliate of The Cordish Company and an affiliate of Inland Affiliate.)

DELIVERIES BY INLAND AFFILIATE. At the Closing, in addition to the Capital Contribution paid by Inland Affiliate to Escrowee in accordance with the provisions of Article I hereof, Inland Affiliate will unconditionally deliver to Cordish Affiliate the following: 2.1.1. A copy of resolutions of Inland Affiliate and Inland, certified by its Secretary, in the case of Inland, or the Secretary of its sole member, in the case of Inland Affiliate, authorizing or ratifying its execution and delivery of this Agreement and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby. 2.1.2. The Other Agreements, which shall be duly executed by Subsidiary, Inland Affiliate and/or Inland, as appropriate. 2.1.3. A copy of the organizational documents of Inland Affiliate and Inland, certified as of a date within five (5) days of the Closing Date by the Secretary of State of the state of organization. 2.1.4. A certificate of its Secretary, in the case of Inland, and the Secretary of its sole member, in the case of Inland Affiliate, attaching thereto a true and complete copy of its Bylaws (in the case of Inland) and Operating Agreement (in the case of Inland Affiliate) as in effect on the Closing Date for Inland Affiliate and Inland. 2.1.5. A certificate of the Secretary of its sole member stating that, to the best of his information and belief, the representations and warranties contained herein of Inland Affiliate are true, complete, and accurate in all material respects at and as of the Closing Date. 2.1.6. The opinion of counsel for Subsidiary, Inland Affiliate and Inland in form and substance similar to EXHIBIT "2.1.6", dated the Closing Date. 2.1.7. A copy of the owner's title insurance policy, with all instruments, documents and plats referenced to therein, for the Property and the survey of the Property prepared for Inland Affiliate or the Subsidiary in connection with this Agreement. 2.1.8. Such other documents and instruments as reasonably may be required by Holding Company, exclusively acting by and through Cordish Affiliate, and the title company issuing the new owner's policy for Subsidiary on the Closing Date (the "TITLE COMPANY") and which may be necessary to consummate this transaction and otherwise to effect the agreements of the parties hereto. 2.1.9. The mutual waiver and release in the form attached hereto as EXHIBIT "2.2.9" executed by Inland Affiliate pertaining to Inland Affiliate's alleged breach of that certain Confidentiality Agreement between Inland Real Estate Acquisition, Inc. and The Cordish Company, dated as February 27, 2004 to the extent that such alleged breach concerned the Property and Subsidiary. (Such release shall also contain a standstill agreement by The Cordish Company not to pursue any claims under any similar agreements concerning any other property owned by an entity that is partially owned by any affiliate of The Cordish Company as long as such property is subject to a valid and binding contribution agreement that is similar to this agreement between such affiliate of The Cordish Company and an affiliate of Inland Affiliate.)

DELIVERIES BY INLAND AFFILIATE. At the Closing, Inland Affiliate will unconditionally deliver to Cordish Affiliate the following: 2.1.1. A copy of resolutions of Inland Affiliate and Inland, certified by its Secretary, in the case of Inland, or the Secretary of its sole member, in the case of Inland Affiliate, authorizing or ratifying its execution and delivery of this Agreement and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby. 2.1.2. The Other Agreements, which shall be duly executed by Subsidiary, Inland Affiliate, CR Affiliate and/or Inland, as appropriate. 2.1.3. A copy of the organizational documents of Inland Affiliate and Inland, certified as of a date within five (5) days of the Closing Date by the Secretary of State of the state of organization. 2.1.4. A certificate of its Secretary, in the case of Inland, and the Secretary of its sole member, in the case of Inland Affiliate, attaching thereto a true and complete copy of its Bylaws (in the case of Inland) and Operating Agreement (in the case of Inland Affiliate) as in effect on the Closing Date for Inland Affiliate and Inland. 2.1.5. A certificate of the Secretary of its sole member stating that, to the best of his information and belief, the representations and warranties contained herein of Inland Affiliate are true, complete, and accurate in all material respects at and as of the Closing Date. 2.1.6. The opinion of counsel for Subsidiary, Inland Affiliate and Inland in form and substance similar to EXHIBIT "2.1.6", . dated the Closing Date. 2.1.7. A copy COPY of the owner's title insurance policy, with all instruments, documents and plats referenced to therein, for the Property and the survey of the Property prepared for Inland Affiliate or the Subsidiary in connection with this Agreement. 2.1.8. Such other documents and instruments as reasonably may be required by Holding Company, exclusively acting by and through Cordish Affiliate, and the title company Title Company issuing the new owner's policy for Subsidiary on the Closing Date (the "TITLE COMPANY") and which may be necessary to consummate this transaction and otherwise to effect the agreements of the parties hereto. 2.1.9. The mutual waiver and release in the form attached hereto as EXHIBIT "2.2.9" executed by Inland Affiliate pertaining to Inland Affiliate's alleged breach of that certain Confidentiality Agreement between Inland Real Estate Acquisition, Inc. and The Cordish Company, dated as February 27, 2004 to the extent that such alleged breach concerned the Property and Subsidiary. (Such release shall also contain a standstill agreement by The Cordish Company not to pursue any claims under any similar agreements concerning any other property owned by an entity that is partially owned by any affiliate of The Cordish Company as long as such property is subject to a valid and binding contribution agreement that is similar to this agreement between such affiliate of The Cordish Company and an affiliate of Inland Affiliate.)

DELIVERIES BY INLAND AFFILIATE. At the Closing, Inland Affiliate will unconditionally deliver to Cordish Affiliate the following: 2.1.1. A copy of resolutions of Inland Affiliate and Inland, certified by its Secretary, in the case of Inland, or the Secretary of its sole member, in the case of Inland Affiliate, authorizing or ratifying its execution and delivery of this Agreement and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby. 2.1.2. The Other Agreements, which shall be duly executed by Subsidiary, Inland Affiliate and/or Inland, as appropriate. 2.1.3. A copy of the organizational documents of Inland Affiliate and Inland, certified as of a date within five (5) days of the Closing Date by the Secretary of State of the state of organization. 2.1.4. A certificate of its Secretary, in the case of Inland, and the Secretary of its sole member, in the case of Inland Affiliate, attaching thereto a true and complete copy of its Bylaws (in the case of Inland) and Operating Agreement (in the case of Inland Affiliate) as in effect on the Closing Date for Inland Affiliate and Inland. 2.1.5. A certificate of the Secretary of its sole member stating that, to the best of his information and belief, the representations and warranties contained herein of Inland Affiliate are true, complete, and accurate in all material respects at and as of the Closing Date. 2.1.6. The opinion of counsel for Subsidiary, Inland Affiliate and Inland in form and substance similar to EXHIBIT "2.1.6", dated the Closing Date. 2.1.7. A copy of the owner's title insurance policy, with all instruments, documents and plats referenced to therein, for the Property and the survey of the Property prepared for Inland Affiliate or the Subsidiary in connection with this Agreement. 2.1.8. Such other documents and instruments as reasonably may be required by Holding Company, exclusively acting by and through Cordish Affiliate, and the title company issuing the new owner's policy for Subsidiary on the Closing Date (the "TITLE COMPANY") and which may be necessary to consummate this transaction and otherwise to effect the agreements of the parties hereto. 2.1.9. The mutual waiver and release in the form attached hereto as EXHIBIT "2.2.9" executed by Inland Affiliate pertaining to Inland Affiliate's alleged breach of that certain Confidentiality Agreement between Inland Real Estate Acquisition, Inc. and The Cordish Company, dated as February 27, 2004 to the extent that such alleged breach concerned the Property and Subsidiary. (Such release shall also contain a standstill stand still agreement by The Cordish Company not to pursue any claims under any similar agreements concerning any other property owned by an entity that is partially owned by any affiliate of The Cordish Company as long as such property is subject to a valid and binding contribution agreement that is similar to this agreement between such affiliate of The Cordish Company and an affiliate of Inland Affiliate.)