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Contract analysis / tenant-board-resolutions.docx
tenant-board-resolutions.docx
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1. I am the duly elected, qualified, and acting Secretary of Aurelius Media Holdings Inc.
1. I am the duly elected, qualified, and acting Secretary of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, Delaware File No. 7318294 (the "Company"), and I am authorized to execute and deliver this certificate on behalf of the Company.
2. Attached hereto as Annex A is a true, correct, and complete copy of the Unanimous Writ
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2. Attached hereto as Annex A is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company adopted as of July 13, 2023 (the "Consent"), approving, among other things, the Company's entry into an Agreement of Lease with Greystone Metropolitan Realty LLC for approximately 185,000 rentable square feet at 787 Seventh Avenue, New York, New York 10019, and related Transact
3. The Consent has been duly adopted by the unanimous written consent of all of the membe
3. The Consent has been duly adopted by the unanimous written consent of all of the members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.9 of the Company's Amended and Restated Bylaws.
4. The resolutions set forth in the Consent have not been amended, modified, supplemented
4. The resolutions set forth in the Consent have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date of this certificate.
5. The following persons have been duly elected or appointed to the offices set forth opp
5. The following persons have been duly elected or appointed to the offices set forth opposite their respective names, are duly qualified and currently serving in such capacities, and are authorized to act on behalf of the Company in connection with the Transaction Documents as "Authorized Officers" pursuant to the Consent:
6. The Company is duly organized, validly existing, and in good standing under the laws o
6. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, Delaware File No. 7318294, a copy of which has been provided to the Landlord under separate cover.
7. This certificate is being delivered in connection with the closing of the transactions
7. This certificate is being delivered in connection with the closing of the transactions contemplated by the Agreement of Lease between the Company and Greystone Metropolitan Realty LLC, and the Landlord, Atlas Continental Bank, N.A., and their respective counsel may rely on this certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this 13th day of July, 20