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Contract analysis / solvency-certificate.docx
solvency-certificate.docx
1020-00002 · 8 clauses
High · 0 Medium · 3 Standard · 4
Section 1. Identification of Certifying Officer Standard
⚑ Commercial term
Section 1. Identification of Certifying Officer The undersigned, Patricia Langford, in her capacity as Chief Financial Officer of Greenfield Agricultural Partners LLC (the "Borrower"), and expressly not in her individual or personal capacity, hereby delivers this Solvency Certificate (this "Certificate") in connection with the initial borrowing under the DIP Credit Agreement (the "Initial Draw") in the aggregate prin
Section 2. Basis of Certification
Section 2. Basis of Certification In connection with the delivery of this Certificate, the undersigned certifies that she has made such investigations, inquiries, and analyses as she has deemed necessary and appropriate to provide the certifications set forth herein. Without limiting the generality of the foregoing, the undersigned has reviewed and relied upon, among other things, the following: (a) Audited Financial
Section 3. Key Financial Data Referenced Standard
⚑ Commercial term
Section 3. Key Financial Data Referenced The following summary financial data has been referenced and relied upon in connection with the preparation of this Certificate. All figures are presented as of the Petition Date (May 15, 2025), unless otherwise indicated, and are subject to the pro forma adjustments described in Section 4 below. 3.1 Pre-Petition Capital Structure The outstanding indebtedness of the Borrower a
Section 4. Pro Forma Adjustments and Assumptions Medium
⚑ Liability cap to check against exposure
Section 4. Pro Forma Adjustments and Assumptions The certifications set forth in Section 5 of this Certificate give pro forma effect to the following transactions and assumptions: (a) Chapter 11 Filing. The filing of the voluntary petition by the Borrower for relief under Chapter 11 of the Bankruptcy Code on May 15, 2025, and the commencement of the Chapter 11 Case (Case No. 25-01147) in the United States Bankruptcy
Section 5. Solvency Certification — Representations Medium
⚑ Liability cap to check against exposure
Section 5. Solvency Certification — Representations Based upon the foregoing investigations, reviews, analyses, and consultations, and subject in all respects to the qualifications and limitations set forth in Section 6 of this Certificate, the undersigned hereby certifies and represents, as of the Certification Date and after giving pro forma effect to the Initial Draw and the other transactions contemplated by the
Section 6. Qualifications and Limitations Medium
⚑ Liability cap to check against exposure
Section 6. Qualifications and Limitations The certifications and representations set forth in this Certificate are subject to the following qualifications and limitations: (a) Limited Purpose. This Certificate is delivered solely for purposes of satisfying the conditions precedent to the Initial Draw under Section 4.02(f) of the DIP Credit Agreement. This Certificate may not be relied upon by any person or entity for
Section 7. Definitions Standard
⚑ Commercial term
Section 7. Definitions For purposes of this Certificate, the following terms shall have the meanings set forth below. To the extent any term defined in this Section 7 is also defined in the DIP Credit Agreement, and there is any conflict between such definitions, the definition set forth in the DIP Credit Agreement shall control. "Fair Value" means the amount at which the aggregate assets of the Borrower, taken as a
Section 8. Certification and Signature Standard
⚑ Commercial term
Section 8. Certification and Signature IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of the date first set forth below. Date: May 22, 2025 GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company By: ________ Name: Patricia Langford Title: Chief Financial Officer Address: 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613 Telephone: (319) 555-0142 Email: plan