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Contract analysis / officer-certificate-aht.docx
officer-certificate-aht.docx
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Section 1. Representations and Warranties
Section 1. Representations and Warranties The undersigned hereby certifies that the representations and warranties of AHT contained in Article IV of the Agreement (including, without limitation, each of the representations and warranties set forth in Sections 4.01 through 4.18 thereof) are true and correct in all material respects as of the Effective Date, July 1, 2024, with the same force and effect as though such r
Section 2. Performance of Obligations
Standard
⚑ Commercial term
Section 2. Performance of Obligations The undersigned hereby certifies that AHT has duly performed and complied with, in all material respects, all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by AHT at or before the Closing Date, July 1, 2024, including, without limitation, each of the following: (a) Execution and Delivery of the Agr
Section 3. Board Authorization
Section 3. Board Authorization The undersigned hereby certifies that the Board of Directors of Arbor Health Technologies Inc. (the "Board"), at a duly convened meeting held on June 18, 2024, at which a quorum was present and acting throughout, duly considered, approved, and adopted a resolution, designated as Resolution No. AHT-BOD-2024-017, authorizing and directing AHT to enter into the Agreement with Pinnacle Clai
Section 4. Incumbency and Authority of Executing Officers
Section 4. Incumbency and Authority of Executing Officers The undersigned hereby certifies the incumbency, authority, and genuine signatures of each officer of AHT who has executed the Agreement and/or any ancillary documents delivered in connection therewith on behalf of AHT, as set forth below: 4.1 Dr. Priya Narayanan Name: Dr. Priya Narayanan Title: Chief Executive Officer Authority: Dr. Narayanan is authorized to
Section 5. Good Standing and Corporate Existence
Section 5. Good Standing and Corporate Existence The undersigned hereby certifies as follows with respect to the corporate existence and good standing of AHT: (a) AHT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated under the Delaware General Corporation Law on August 3, 2018. AHT has all requisite corporate power and authority t
Section 6. No Conflicts; Compliance with Lending Arrangements
Medium
⚑ Forum / governing law
Section 6. No Conflicts; Compliance with Lending Arrangements The undersigned hereby certifies that the execution, delivery, and performance by AHT of the Agreement and the consummation by AHT of the transactions contemplated thereby does not and will not: (a) violate, conflict with, or result in a breach of any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of A
Section 7. No Material Adverse Change
Section 7. No Material Adverse Change The undersigned hereby certifies that, since the date of the Agreement, no event, change, development, effect, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets, liabilities, financial condition, or resul
Section 8. Reliance
Section 8. Reliance This Certificate is delivered to Pinnacle Claims Analytics LLC in connection with the closing of the transactions contemplated by the Agreement. The undersigned acknowledges and agrees that PCA is entitled to rely upon this Certificate and the certifications, representations, and confirmations contained herein in consummating the transactions contemplated by the Agreement and that the delivery of