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Contract analysis / resolutions-subsidiary-guarantors.docx
resolutions-subsidiary-guarantors.docx
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1. The undersigned is duly authorized to execute and deliver this Certificate on behalf o
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of March 25, 2025 (the "Adoption Date"), in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the certificate of incorporation and bylaws of the Company, each as currently in eff
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4. The Resolutions were adopted in accordance with all applicable provisions of the certi
4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of incorporation and bylaws of the Company and the General Corporation Law of the State of Delaware, and no further action on the part of the Board of Directors or the sole stockholder of the Company is necessary to authorize the matters set forth therein.
5. The following persons are the duly elected or appointed officers of the Company, each
Medium
⚑ Forum / governing law
5. The following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of th
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf o
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the certificate of formation and the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4. The Resolutions were adopted in accordance with all applicable provisions of the certi
4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of formation and the LLC Agreement of the Company and the Delaware Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.
5. The following persons are the duly authorized persons and/or officers of the Company,
Medium
⚑ Forum / governing law
5. The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behal
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf o
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of March 25, 2025 (the "Adoption Date"), in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the certificate of incorporation and bylaws of the Company, each as currently in eff
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4. The Resolutions were adopted in accordance with all applicable provisions of the certi
4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of incorporation and bylaws of the Company and the General Corporation Law of the State of Delaware, and no further action on the part of the Board of Directors or the sole stockholder of the Company is necessary to authorize the matters set forth therein.
5. The following persons are the duly elected or appointed officers of the Company, each
Medium
⚑ Forum / governing law
5. The following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of th
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf o
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the articles of organization and the operating agreement of the Company (the "Operating Agreement") and the Illinois Limited Liability Company Act (805 ILCS 180/1-1 et seq.).
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4. The Resolutions were adopted in accordance with all applicable provisions of the artic
4. The Resolutions were adopted in accordance with all applicable provisions of the articles of organization and the Operating Agreement of the Company and the Illinois Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.
5. The following persons are the duly authorized persons and/or officers of the Company,
Medium
⚑ Forum / governing law
5. The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behal
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf o
1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the
2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the certificate of formation and the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect
3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4. The Resolutions were adopted in accordance with all applicable provisions of the certi
4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of formation and the LLC Agreement of the Company and the Delaware Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.
5. The following persons are the duly authorized persons and/or officers of the Company,
5. The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behal