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Contract analysis / officers-certificate-wah.docx
officers-certificate-wah.docx
1019-00002 · 14 clauses
High · 1 Medium · 1 Standard · 0
Section 1. Organizational Documents
Section 1. Organizational Documents 1.1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Whitmore Avionics Holdings LLC, as filed with the Secretary of State of the State of Delaware (Filing No. 6329017), together with all amendments and restatements thereto adopted through and including the date hereof (collectively, the "Certificate of Formation"). The Certifica
Section 2. Member Resolutions
Section 2. Member Resolutions 2.1. Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") of the sole member of WAH, Whitmore Aerospace LLC, adopted by written consent effective as of January 22, 2026, in accordance with the LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). 2.2. The Resolutions, among other things, authorize W
Section 3. Incumbency
Section 3. Incumbency 3.1. The undersigned hereby certifies that each of the following persons is a duly elected, appointed, or authorized officer, manager, and/or authorized signatory of WAH, holding the office or title set forth opposite his or her name below, that each such person has been duly authorized pursuant to the LLC Agreement and the Resolutions to act on behalf of WAH in the capacities indicated, and tha
Section 4. Good Standing
Section 4. Good Standing 4.1. Attached hereto as Exhibit D is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Whitmore Avionics Holdings LLC issued by the Secretary of State of the State of Delaware, dated January 14, 2026, which is not more than thirty (30) days prior to the date hereof. 4.2. WAH is validly existing and in good standing under t
Section 5. No Amendments; No Dissolution
Section 5. No Amendments; No Dissolution 5.1. The undersigned hereby certifies that: (a) The Certificate of Formation and the LLC Agreement of WAH, true, correct, and complete copies of which are attached hereto as Exhibit A and Exhibit B, respectively, have not been further amended, supplemented, restated, or otherwise modified since the dates set forth therein and are in full force and effect as of the date hereof.
Section 6. Additional Representations
Section 6. Additional Representations 6.1. The undersigned hereby further certifies that, as of the date hereof: (a) WAH is a wholly owned subsidiary of Whitmore Aerospace LLC. One hundred percent (100%) of the outstanding membership interests in WAH are owned, beneficially and of record, by Whitmore Aerospace LLC, free and clear of all Liens other than Liens in favor of the Collateral Agent under the Loan Documents.
ARTICLE I — FORMATION AND NAME
ARTICLE I — FORMATION AND NAME The Company has been formed as a limited liability company under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "Act"). The name of the Company is "Whitmore Avionics Holdings LLC."
ARTICLE II — PURPOSE
ARTICLE II — PURPOSE The purpose of the Company is to hold, own, manage, license, exploit, protect, develop, and commercialize intellectual property, patents, trademarks, copyrights, trade secrets, know-how, and licenses related to avionics systems and avionics-related technologies, and to engage in any and all lawful activities and transactions as may be necessary, incidental, or related thereto, and to do all thing
ARTICLE III — PRINCIPAL OFFICE; REGISTERED AGENT
ARTICLE III — PRINCIPAL OFFICE; REGISTERED AGENT The principal office of the Company is located at c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. The registered office of the Company in the State of Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent of the Company at such address is Crowne Alb
ARTICLE IV — SOLE MEMBER
ARTICLE IV — SOLE MEMBER The Sole Member of the Company is Whitmore Aerospace LLC, a Delaware limited liability company. The Sole Member holds one hundred percent (100%) of the membership interests in the Company.
ARTICLE V — MANAGEMENT High
⚑ Non-compete / exclusivity restraint
ARTICLE V — MANAGEMENT The Company shall be managed by its Sole Member. The Sole Member shall have full and exclusive authority, power, and discretion to manage, control, administer, and operate the business and affairs of the Company. The Sole Member may delegate authority to any officers, employees, or agents of the Sole Member or the Company to act on behalf of the Company, and such delegation may be made by resol
ARTICLE VI — OFFICERS
ARTICLE VI — OFFICERS The Sole Member may appoint or designate officers, authorized signatories, and other agents of the Company. Such officers and authorized signatories shall have such authority and duties as determined by the Sole Member from time to time. The officers of the Sole Member shall be deemed authorized to act on behalf of the Company, in such capacities as the Sole Member may designate.
ARTICLE VII — TERM
ARTICLE VII — TERM The Company shall have perpetual existence unless earlier dissolved in accordance with the Act or this Agreement.
ARTICLE VIII — GOVERNING LAW Medium
⚑ Forum / governing law
ARTICLE VIII — GOVERNING LAW This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws. WHITMORE AEROSPACE LLC, as Sole Member By: ________ Name: Derek Whitmore Title: Chief Executive Officer [Certified copy attached] EXHIBIT C Written Consent of the Sole Member of Whitmore Avionics Holdings LLC WRITTEN CONSENT OF THE SO