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Contract analysis / secretarys-certificate.docx
secretarys-certificate.docx
1005-00002 · 6 clauses
High · 1 Medium · 0 Standard · 2
Section 1 — Certification of Board Resolutions Standard
⚑ Commercial term
Section 1 — Certification of Board Resolutions Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (the "Board") at a meeting of the Board duly called, convened, and held on November 8, 2025, at which a quorum of the directors of the Company was present and acting throughout the entirety of the proceedings rela
Section 2 — Certification of Incumbency
Section 2 — Certification of Incumbency I hereby certify that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Company, holding the office set forth opposite such person's name below. Each such person has been duly authorized by the Resolutions to execute and deliver the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, an
Section 3 — Certification of Organizational Documents
Section 3 — Certification of Organizational Documents I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and restated and as currently in full force and effect, as filed with the Secretary of State of the State of Delaware. Such Certificate of Incorporation reflects all amendments, supplements, an
Section 4 — Certification of Good Standing Standard
⚑ Commercial term
Section 4 — Certification of Good Standing I hereby certify that attached hereto as Exhibit D is a certificate of good standing (also referred to as a certificate of legal existence) for Nexford Industrial Holdings Inc. issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof. Based upon such certificate and the records available to me as Secretary of the Compa
Section 5 — Additional Certifications
Section 5 — Additional Certifications I further certify as follows: (a) The Company has all requisite corporate power and authority to execute and deliver the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, the Registration Rights Agreement (or joinder thereto), and all other closing documents, agreements, certificates, and instruments to be executed and delivered by the Company in connection
Section 6 — Reliance High
⚑ Indemnity / guarantee obligation
Section 6 — Reliance This Secretary's Certificate is being furnished to, and may be relied upon by, each of the following parties in connection with the opinions, certificates, and other closing deliverables being delivered at the closing of the Add-On Notes offering on December 10, 2025: (i) Broadleaf Securities LLC and Fieldstone Capital Markets, Inc., as Initial Purchasers of the Add-On Notes; (ii) Ridgeline Trust