FR EA

Contract analysis

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Contract analysis / buyer-officer-certificate.docx
buyer-officer-certificate.docx
1006-00007 · 5 clauses
High · 1 Medium · 2 Standard · 0
Section 1. Representations and Warranties
Section 1. Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of Buyer contained in Article V of the APA, dated as of November 28, 2022, is true and correct in all material respects as of the Closing Date, January 20, 2023, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date. With respec
Section 2. Covenants and Agreements Medium
⚑ Confidentiality undertaking
Section 2. Covenants and Agreements The undersigned hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the APA to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, all pre-closing covenants and agreements set forth in Article VII of the APA. Such performed covenants and obligat
Section 3. No Material Adverse Effect Medium
⚑ Forum / governing law
Section 3. No Material Adverse Effect The undersigned hereby certifies that, since November 28, 2022 (the date of execution of the APA), no event, change, occurrence, circumstance, development, effect, or condition has occurred that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Buyer or on the ability of Buyer to consummate the transactions contempla
Section 4. Incumbency and Authority
Section 4. Incumbency and Authority The undersigned hereby certifies that Thomas R. Ellison is the duly appointed, qualified, and acting Chief Executive Officer of Crestline Packaging Solutions LLC, and that the undersigned has held such position continuously since March 15, 2021. The undersigned further certifies that he is duly authorized to execute and deliver this Certificate and each of the Transaction Documents
Section 5. Attached Resolutions High
⚑ Non-compete / exclusivity restraint
Section 5. Attached Resolutions Attached hereto as Exhibit A is a true, correct, and complete copy of the Written Consent in Lieu of Meeting of the Sole Member of Crestline Packaging Solutions LLC, executed by Kestrel Capital Partners Fund III, LP, a Delaware limited partnership, in its capacity as the sole member of Crestline Packaging Solutions LLC (the "Sole Member"), authorizing the following: (a) the execution,