FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / secretarys-certificate-seller.docx
secretarys-certificate-seller.docx
1036-00004 · 8 clauses
High · 0 Medium · 3 Standard · 1
1. CERTIFYING PARTY IDENTIFICATION
1. CERTIFYING PARTY IDENTIFICATION I, Victor Lansdell, am a Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC" or the "General Partner"). GMC acts as the sole general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Seller" or "GMP Fund III"). I am over the age of eighteen (18) and am competent to make the certificati
2. RECITALS Standard
⚑ Commercial term
2. RECITALS WHEREAS, the Purchase Agreement provides for the sale by the Seller of one hundred percent (100%) of the membership interests in each of the following fourteen (14) Target Entities to Buyer: WHEREAS, the Purchase Price for the Interests in all fourteen (14) Target Entities is One Billion One Hundred Million Dollars ($1,100,000,000), subject to adjustments as provided in the Purchase Agreement, including a
3. CERTIFICATIONS Medium
⚑ Forum / governing law
3. CERTIFICATIONS 3.1 Organization and Good Standing of GMC GMC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. GMC was formed by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, restated, or supplemented except as set forth in Exhibit A
4. LIST OF EXHIBITS
4. LIST OF EXHIBITS The following exhibits are attached hereto and incorporated herein by reference: Exhibit A: Certificate of Formation of Greystone Meridian Capital LLC (and all amendments thereto) Exhibit B: Operating Agreement of Greystone Meridian Capital LLC (as currently in effect) Exhibit C: Certificate of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (and all amendments thereto) Exhibit D
5. RELIANCE
5. RELIANCE This Certificate is being delivered to Buyer in connection with the Closing pursuant to Section 8.2(e) of the Purchase Agreement. Each of the following parties and their respective successors and assigns may rely upon the certifications contained herein in connection with the Closing and the consummation of the transactions contemplated by the Purchase Agreement: (a) Fairwater Real Estate Investment Trust
6. SIGNATURE
6. SIGNATURE IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of June 6, 2024. GREYSTONE MERIDIAN CAPITAL LLC, a Delaware limited liability company, as General Partner of GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership By: ________ Name: Victor Lansdell Title: Co-Founder & Managing Partner Date: June 6, 2024 COUNTER-CERTIFICATION The undersigned, Elise Rathbo
14. GMP Mount Juliet LLC Medium
⚑ Assignment / subcontracting
14. GMP Mount Juliet LLC each a Delaware limited liability company in which GMP Fund III holds one hundred percent (100%) of the membership interests; WHEREAS, GMP Fund III desires to sell, assign, transfer, and convey one hundred percent (100%) of the membership interests in each of the Target Entities (the "Transaction") to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"); W
14. GMP Mount Juliet LLC Medium
⚑ Liability cap to check against exposure
14. GMP Mount Juliet LLC upon the terms and subject to the conditions set forth in the Purchase Agreement and the ancillary transaction documents. Resolution 2: Approval of the Purchase Agreement RESOLVED, that the Purchase and Sale Agreement between GMP Fund III, as seller, and Fairwater Real Estate Investment Trust, as buyer, substantially in the form presented to the Managing Partners and reviewed by Seller's coun