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Contract analysis / secretary-certificate-buyer.docx
secretary-certificate-buyer.docx
1006-00006 · 19 clauses
High · 1 Medium · 1 Standard · 6
I. INTRODUCTORY RECITALS AND CERTIFYING OFFICER IDENTIFICATION Standard
⚑ Commercial term
I. INTRODUCTORY RECITALS AND CERTIFYING OFFICER IDENTIFICATION The undersigned, Sandra K. Liu, hereby certifies as follows in her capacity as General Counsel and Secretary of Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Company" or "Buyer"): The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio, with its prin
II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS Standard
⚑ Commercial term
II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS A. Certificate of Formation I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Crestline Packaging Solutions LLC (the "Certificate of Formation"), as originally filed with the Ohio Secretary of State on March 12, 2019, together with all amendments thereto through and including the date hereof. The Ce
III. CERTIFICATION OF AUTHORIZING RESOLUTIONS
III. CERTIFICATION OF AUTHORIZING RESOLUTIONS A. Member/Manager Resolutions I hereby certify that attached hereto as Exhibit D is a true, correct, and complete copy of the Unanimous Written Consent in Lieu of a Meeting of the Members and Managers of Crestline Packaging Solutions LLC (the "Resolutions"), duly adopted and executed effective as of June 14, 2025, in accordance with the provisions of the Operating Agreeme
1. Authorization of the Asset Purchase Agreement. The Resolutions approve and authorize th Standard
⚑ Commercial term
1. Authorization of the Asset Purchase Agreement. The Resolutions approve and authorize the execution, delivery, and performance by the Company of the Asset Purchase Agreement dated as of June 15, 2025, by and among Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller, for the acquisition of substantially all of the assets of Seller used in or relate
2. Authorization of Ancillary Transaction Documents. The Resolutions approve and authorize High
⚑ Indemnity / guarantee obligation
2. Authorization of Ancillary Transaction Documents. The Resolutions approve and authorize the execution, delivery, and performance by the Company of each of the ancillary agreements, instruments, certificates, and documents contemplated by the APA or otherwise required in connection with the consummation of the transactions contemplated thereby (collectively, the "Ancillary Documents"), including without limitation
3. Authorization of Financing Documents. The Resolutions approve and authorize the executi Standard
⚑ Commercial term
3. Authorization of Financing Documents. The Resolutions approve and authorize the execution, delivery, and performance by the Company of all documents, instruments, agreements, and certificates required in connection with the financing of the transactions contemplated by the APA, including without limitation: (a) Amendment No. 3 to Credit Agreement. Amendment No. 3 to that certain Credit Agreement dated as of Novemb
4. Authorization of Equity Contribution. The Resolutions acknowledge and authorize the acc Standard
⚑ Commercial term
4. Authorization of Equity Contribution. The Resolutions acknowledge and authorize the acceptance by the Company of an equity contribution in the aggregate amount of Fifty Million Dollars ($50,000,000) (the "Equity Contribution") from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership, the Company's majority member, pursuant to that certain Equity Commitment Letter dated as of April 22, 2025, by a
5. Authorization of Tax and Regulatory Filings. The Resolutions authorize the Company to m Standard
⚑ Commercial term
5. Authorization of Tax and Regulatory Filings. The Resolutions authorize the Company to make, execute, file, and deliver all tax returns, regulatory filings, notices, applications, and other documents required or advisable in connection with the transactions contemplated by the APA, including without limitation: (a) the Pennsylvania Bulk Sale Notice to the Pennsylvania Department of Revenue, as required under 72 P.S
6. Designation of Authorized Officers. The Resolutions designate and authorize each of Tho
6. Designation of Authorized Officers. The Resolutions designate and authorize each of Thomas R. Garner, in his capacity as Chief Executive Officer of the Company, Priya Mehta, in her capacity as Chief Financial Officer of the Company, and Sandra K. Liu, in her capacity as General Counsel and Secretary of the Company (each, an "Authorized Officer" and, collectively, the "Authorized Officers"), each acting individuall
7. Ratification. The Resolutions ratify and confirm all actions heretofore taken by any of
7. Ratification. The Resolutions ratify and confirm all actions heretofore taken by any officer, manager, member, employee, agent, or representative of the Company in connection with the negotiation, preparation, execution, and delivery of the APA, the Ancillary Documents, and the Financing Documents, and any and all actions taken in furtherance of the transactions contemplated thereby, to the extent such actions are
IV. INCUMBENCY CERTIFICATION
IV. INCUMBENCY CERTIFICATION I hereby certify that the following persons are the duly elected or appointed officers of Crestline Packaging Solutions LLC, each holding the office set forth opposite his or her name below as of the date of this Certificate and the Closing Date, and that the signature set forth opposite his or her name below is his or her true and genuine signature: I further certify that each such perso
V. ADDITIONAL CERTIFICATIONS
V. ADDITIONAL CERTIFICATIONS In addition to the certifications set forth above, I hereby further certify as follows:
1. No Dissolution Proceedings. There are no proceedings pending, or, to the knowledge of
1. No Dissolution Proceedings. There are no proceedings pending, or, to the knowledge of the undersigned after due inquiry, threatened, for the dissolution, liquidation, winding up, receivership, bankruptcy, or insolvency of the Company, whether voluntary or involuntary, and no action has been taken or authorized by the members, managers, or officers of the Company to initiate or consent to any such proceeding.
2. No Additional Consents Required. The Operating Agreement does not require any addition
2. No Additional Consents Required. The Operating Agreement does not require any additional consents, approvals, authorizations, votes, or other actions from any member, manager, officer, or other person or entity in connection with the execution, delivery, and performance of the APA or any of the Ancillary Documents, or the consummation of the transactions contemplated thereby, beyond those evidenced by the Resoluti
3. Sole Organizational Documents. The organizational documents attached hereto as Exhibit
3. Sole Organizational Documents. The organizational documents attached hereto as Exhibits A and B are the only organizational documents governing the formation, existence, management, and affairs of the Company as of the Closing Date. There are no other operating agreements, limited liability company agreements, member agreements, side letters, voting agreements, member control agreements, or similar organizational
4. Satisfaction of Closing Conditions. This Certificate is being delivered in satisfactio
4. Satisfaction of Closing Conditions. This Certificate is being delivered in satisfaction of the closing conditions set forth in Section 8.2(d) of the APA, and the undersigned has no knowledge of any fact or circumstance that would prevent or impair the satisfaction of any closing condition set forth in the APA as of the Closing Date.
VI. RELIANCE STATEMENT Medium
⚑ Forum / governing law
VI. RELIANCE STATEMENT This Certificate is delivered for the benefit of, and may be relied upon by, each of the following persons and entities, and their respective successors and assigns, in connection with the Closing of the transactions contemplated by the APA: (a) Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller under the APA; (b) Broadmoor Strauss & Kline LLP, counsel to Seller, in connect
VII. EXECUTION
VII. EXECUTION IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of July 31, 2025, being the Closing Date under the APA. CRESTLINE PACKAGING SOLUTIONS LLC By: ________ Name: Sandra K. Liu Title: General Counsel and Secretary Date: July 31, 2025
VIII. CONFIRMATION OF IDENTITY AND AUTHORITY
VIII. CONFIRMATION OF IDENTITY AND AUTHORITY The undersigned, Thomas R. Garner, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, an Ohio limited liability company, hereby confirms that Sandra K. Liu is the duly appointed General Counsel and Secretary of the Company, that she is the person who executed this Certificate in such capacity, and that her signature set forth above is her true