Common use of Officer’s Certificate of the Company Clause in Contracts

Officer’s Certificate of the Company. On the Closing Date and any Subsequent Closing Date, the Representatives shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date or Subsequent Closing Date, on behalf of the Company, and the Company as general partner of the Operating Partnership, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsection (b) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Effect; (ii) the representations and warranties of the Company and the Operating Partnership set forth in Section 1(A) of this Agreement (in each case, subject to the qualifications, if any, described therein) are true and correct on and as of such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made on and as of such Closing Date or Subsequent Closing Date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such date); and (iii) each of the Company and the Operating Partnership has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date or Subsequent Closing Date.

Officer’s Certificate of the Company. On the Closing Date and any Subsequent Closing Date, the Representatives shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date or Subsequent Closing Date, on behalf of the Company, and the Company as general partner of the Operating Partnership, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsection (b) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Effect; (ii) the representations and warranties of the Company and the Operating Partnership set forth in Section 1(A) 1 of this Agreement (in each case, subject to the qualifications, if any, described therein) are true and correct on and as of such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made on and as of such Closing Date or Subsequent Closing Date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such date); and (iii) each of the Company and the Operating Partnership has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date or Subsequent Closing Date.

Officer’s Certificate of the Company. On At the Closing Date and Time, there shall not have been, since the date of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Subsequent Closing Datematerial adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Representatives Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, and the Underwriter shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer Officer, President or a Vice President and of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such the Closing Date or Subsequent Closing Date, on behalf of the Company, and the Company as general partner of the Operating PartnershipTime, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsection (b) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Effect; been no such material adverse change, (ii) the representations and warranties of the Company and the Operating Partnership set forth in Section 1(A) of this Agreement (in each case, subject to the qualifications, if any, described therein1(a) are true and correct on and as of such Closing Date or Subsequent Closing Date correct, in all material respects, with the same force and effect as though expressly made on at and as of such the Closing Date or Subsequent Closing Date (except to the extent that such representations and warranties speak as of another dateTime, in which case such representations and warranties shall be true and correct as of such date); and (iii) each of the Company and the Operating Partnership has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date Time, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or Subsequent Closing Dateare pending or, to their knowledge, contemplated by the Commission, (v) no order suspending the sale of the Securities in any jurisdiction has been issued and no proceedings for that purpose have been initiated or threatened by the state securities authority of any jurisdiction, (vi) none of the Registration Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) none of the events listed in Section 9(a) shall have occurred.

Officer’s Certificate of the Company. On Within five business days after (i) the Closing Date commencement of the offering of Securities under this Agreement and (ii) each date on which the Company files an annual report on Form 10-K, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement or the Prospectus, any Subsequent Closing Datematerial adverse change in the condition, financial or otherwise, or in the Representatives earnings, business affairs or business prospects of the Company and the Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, and the Sales Agent shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or the President of the Company and of the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as the applicable Representation Date (i.e., either the date of such Closing Date or Subsequent Closing Date, on behalf commencement of the Company, and offering of Securities under this Agreement or the date on which the Company as general partner of the Operating Partnershipfiles an annual report on Form 10-K), to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsection (b) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Effect; been no such material adverse change, (ii) the representations and warranties of the Company and the Operating Partnership set forth in Section 1(A) of this Agreement (in each case, subject to the qualifications, if any, described therein) are true and correct on and as of such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made on at and as of such Closing Date or Subsequent Closing Date (except to the extent that such representations and warranties speak as of another dateapplicable Representation Date, in which case such representations and warranties shall be true and correct as of such date); and (iii) each of the Company and the Operating Partnership has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the applicable Representation Date, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to their knowledge, contemplated; provided that the obligation under this subsection shall be deferred when no Placement Notice is pending or for any Suspension Period and shall recommence upon the termination of such Closing Date or Subsequent Closing DateSuspension Period and/or the Company’s submission of a Placement Notice to the Sales Agent.

Officer’s Certificate of the Company. On the Closing Date and any Subsequent Closing Date, the Representatives Representative shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date or Subsequent Closing Date, on behalf of the Company, and the Company as general partner of the Operating Partnership, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsection (b) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Effect; (ii) the representations and warranties of the Company and the Operating Partnership set forth in Section 1(A) 1 of this Agreement (in each case, subject to the qualifications, if any, described therein) are true and correct on and as of such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made on and as of such Closing Date or Subsequent Closing Date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such date); and (iii) each of the Company and the Operating Partnership has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date or Subsequent Closing Date.

Officer’s Certificate of the Company. On the Closing Date and any Subsequent Closing Date, the Representatives Underwriter shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such Closing Date or Subsequent Closing Date, on behalf of the Company, and the Company as general partner of the Operating Partnership, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, any Issuer Free Writing Prospectus and any amendment or supplement thereto and this Agreement, to the effect set forth in subsection (b) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Effect; (ii) the representations and warranties of the Company and the Operating Partnership set forth in Section 1(A) 1 of this Agreement (in each case, subject to the qualifications, if any, described therein) are true and correct on and as of such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made on and as of such Closing Date or Subsequent Closing Date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such date); and (iii) each of the Company and the Operating Partnership has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date or Subsequent Closing Date.