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Contract analysis / officers-closing-certificate.docx
officers-closing-certificate.docx
1008-00001 · 6 clauses
High · 0 Medium · 2 Standard · 1
Section 1. Certification of Organizational Documents.
Section 1. Certification of Organizational Documents. (a) Certificate of Incorporation. The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Lumos Analytics Inc. as filed with the Secretary of State of the State of Delaware (File Number 6284501), together with all amendments and restatements thereto through the date hereof (col
Section 2. Certification of Board Resolutions. Standard
⚑ Commercial term
Section 2. Certification of Board Resolutions. The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Lumos Analytics Inc. (the "Resolutions"). The Resolutions were adopted by unanimous written consent of the Board of Directors effective as of March 5, 2023, in accordance with Section 141(f) of the Delaware
Section 3. Incumbency and Specimen Signatures.
Section 3. Incumbency and Specimen Signatures. The undersigned hereby certifies that each of the following persons is a duly elected or appointed officer of Lumos Analytics Inc. holding the office set forth opposite his or her name below as of the date hereof, and the signature set forth opposite his or her name below is the true and genuine signature of such person: Each of the foregoing officers (each, an "Authoriz
Section 4. No Default Certification.
Section 4. No Default Certification. The undersigned hereby certifies that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, including the initial extension of credit thereunder: (a) No Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing, or would result from the execution
Section 5. Representations and Warranties. Medium
⚑ Forum / governing law
Section 5. Representations and Warranties. The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article III of the Credit Agreement and in each other Loan Document to which the Borrower is a party is true and correct in all material respects as of the date hereof (except to the extent that (x) such representations and warranties are qualified by materiality, Materia
Section 6. Additional Certifications. Medium
⚑ Forum / governing law
Section 6. Additional Certifications. (a) Solvency. The undersigned hereby certifies that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of all indebtedness and obligations being incurred in connection therewith and the grant of the security interests contemplated thereby), the Borrower is Solvent (as such