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Contract analysis / secretary-certificate-cbr.docx
secretary-certificate-cbr.docx
1015-00004 · 6 clauses
High · 1 Medium · 0 Standard · 0
I. CERTIFYING OFFICER IDENTIFICATION AND RECITALS
I. CERTIFYING OFFICER IDENTIFICATION AND RECITALS The undersigned, Rebecca Whitfield, in her capacity as General Counsel and Secretary of Calloway-Briggs Renewables Inc., a corporation duly organized and validly existing under the laws of the State of Texas (hereinafter referred to as "CBR" or the "Company"), with its principal office located at 2300 Travis Street, Suite 4200, Houston, Texas 77006, Texas Secretary of
II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS 2.1 Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation (also referred to as the Certificate of Formation) of CBR, as originally filed with the Texas Secretary of State, including all amendments, certificates of amendment, certificates of correction, and restatements thereto through and includ
III. CERTIFICATION OF BOARD RESOLUTIONS
III. CERTIFICATION OF BOARD RESOLUTIONS Attached hereto as Exhibit C is a true, correct, and complete copy of certain resolutions (the "Resolutions") duly adopted by the Board of Directors of CBR (the "Board"). The Resolutions were duly adopted by unanimous written consent of the Board of Directors, effective as of November 28, 2023, in accordance with the applicable provisions of the Texas Business Organizations Cod
IV. INCUMBENCY CERTIFICATION
IV. INCUMBENCY CERTIFICATION The undersigned hereby certifies that the following persons are, as of the date hereof, duly elected or appointed officers of CBR, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their names are their true and genuine signatures. Each of the following officers has been duly authorized, pursuant to the Resolutions and the Byla
V. ADDITIONAL CERTIFICATIONS
V. ADDITIONAL CERTIFICATIONS The undersigned further certifies as follows: (a) Good Standing. CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and possesses all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including the power and authority to enter into
VI. RELIANCE AND DELIVERY High
⚑ Non-compete / exclusivity restraint
VI. RELIANCE AND DELIVERY This Certificate and each of the exhibits attached hereto are delivered at the Closing and may be relied upon by each of the following parties, and their respective successors and permitted assigns: (a) Lumen Ridge Infrastructure Partners LLC, in its capacity as a member of Solstice Plateau Energy Holdings LLC and as a party to the Transaction Documents; (b) Continental Fiduciary Trust Compa