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Contract analysis / officers-certificate-wpm.docx
officers-certificate-wpm.docx
1019-00002 · 7 clauses
High · 0 Medium · 2 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 Precision Machining LLC, as filed with the Secretary of State of the State of Delaware under Filing No. 6587204, together with all amendments, supplements, and restatements thereto through and including the date hereof. No amendments, supplements, restatements, or oth
Section 2. Member Resolutions. Medium
⚑ Forum / governing law
Section 2. Member Resolutions. 2.1 Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions adopted by written consent in lieu of a meeting of the sole member of the Company, Whitmore Aerospace LLC, duly executed and delivered on January 22, 2026 (the "Member Resolutions"). The Member Resolutions were duly adopted in accordance with the LLC Agreement and the Delaware Limited Liability Com
Section 3. Incumbency of Authorized Signatories.
Section 3. Incumbency of Authorized Signatories. 3.1 I hereby certify that the following persons are the duly appointed, qualified, and acting officers, managers, or authorized persons of WPM, holding the respective titles set forth opposite their names below, and that each such person has been duly authorized by the Member Resolutions to execute and deliver the Loan Documents, and any and all other agreements, certi
Section 4. Good Standing Certificate.
Section 4. Good Standing Certificate. 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 or Certificate of Existence) of Whitmore Precision Machining LLC, issued by the Secretary of State of the State of Delaware, dated January 6, 2026, which date is no earlier than thirty (30) days prior to the date hereof. 4.2 I fur
Section 5. No Amendments or Changes.
Section 5. No Amendments or Changes. 5.1 I hereby certify that since the date of the organizational documents attached hereto as Exhibits A and B: (a) The Certificate of Formation of WPM has not been amended, supplemented, restated, revoked, cancelled, or otherwise modified, and no application or filing for any such amendment, supplement, restatement, revocation, cancellation, or other modification has been submitted
Section 6. Additional Representations. Medium
⚑ Forum / governing law
Section 6. Additional Representations. 6.1 WPM has full limited liability company power and authority under the LLC Agreement, its Certificate of Formation, the Delaware Limited Liability Company Act, and all other applicable law to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, including the Guarantee Agreement, the Pledge and Security Agreement, the Mortgage and Secur
Section 7. Reliance.
Section 7. Reliance. 7.1 This Certificate is being delivered in connection with the closing of the transactions contemplated by the Credit Agreement and in satisfaction of the conditions precedent set forth in Section 4.01(a)(iv) of the Credit Agreement. This Certificate and the documents attached hereto as exhibits form an integral part of the closing deliverables required under the Credit Agreement. 7.2 Prescott Na