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Contract analysis / officers-certificate-wps.docx
officers-certificate-wps.docx
1019-00002 · 7 clauses
High · 0 Medium · 2 Standard · 1
Section 1 — Certifying Officer Identification
Section 1 — Certifying Officer Identification The undersigned, Gregory Alston, hereby certifies that he is the duly elected, qualified, and acting Secretary of Whitmore Propulsion Systems, Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (the "Company" or "WPS"). The Company is a wholly owned subsidiary of Whitmore Aerospace LLC, a Delaware limited lia
Section 2 — Organizational Documents Certification
Section 2 — Organizational Documents Certification 2.1 — 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 WPS, as filed with the Secretary of State of the State of Delaware under Filing No. 6104873. WPS was incorporated under the Delaware General Corporation Law, Title 8 of the Delaware Code. Th
Section 3 — Resolutions Certification Medium
⚑ Assignment / subcontracting
Section 3 — Resolutions Certification The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of WPS by unanimous written consent effective as of January 22, 2026, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of WPS. The Resolutions authorize WPS to
Section 4 — Incumbency Certification
Section 4 — Incumbency Certification The undersigned hereby certifies that the following persons are the duly elected or appointed officers of WPS, that each such person holds the office set forth opposite his or her respective name below, and that the signature set forth opposite each such person's name is the genuine signature of such person: Each of the foregoing officers is duly authorized, pursuant to the Resolu
Section 5 — Good Standing Certification Standard
⚑ Commercial term
Section 5 — Good Standing Certification The undersigned hereby certifies that attached hereto as Exhibit D is a certificate of good standing (also referred to as a certificate of status or certificate of existence) for WPS issued by the Secretary of State of the State of Delaware, dated January 14, 2026, which date is no earlier than thirty (30) days prior to January 30, 2026, the Signing Date. The undersigned furthe
Section 6 — Additional Representations and Certifications
Section 6 — Additional Representations and Certifications 6.1 — No Amendments to Organizational Documents The undersigned hereby certifies that, since the respective dates of the organizational documents attached hereto as Exhibit A (Certificate of Incorporation) and Exhibit B (Bylaws), no action has been taken by the Board of Directors, the sole stockholder, or any other person or entity to amend, restate, supplemen
Section 7 — Reliance Medium
⚑ Assignment / subcontracting
Section 7 — Reliance This Officer's Certificate is delivered to and may be relied upon by (a) Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender under the Credit Agreement, (b) each of the Lenders party to the Credit Agreement, including Prescott National Bank, N.A., Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, and Commo