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Contract analysis / officers-certificate-buyer-merger-sub.docx
officers-certificate-buyer-merger-sub.docx
1041-00003 · 6 clauses
High · 1 Medium · 1 Standard · 2
Section 1. Recitals and Background
Section 1. Recitals and Background WHEREAS, the Company, Merger Sub, and Parent entered into the Merger Agreement on January 22, 2024, pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, constituting a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"); WHEREA
Section 2. Certification Regarding Representations and Warranties of Parent and Merger Sub Standard
⚑ Commercial term
Section 2. Certification Regarding Representations and Warranties of Parent and Merger Sub (a) Non-Fundamental Representations and Warranties. The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that each of the representations and warranties of Parent and Merger Sub set forth in Article V of the Merger Agreement (other than the Fundamental Representations of Parent and Merger Sub, which are
Section 3. Certification Regarding Performance of Covenants and Obligations High
⚑ Indemnity / guarantee obligation
Section 3. Certification Regarding Performance of Covenants and Obligations The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that Parent and Merger Sub have performed and complied in all material respects with all covenants and obligations required to be performed or complied with by Parent or Merger Sub under the Merger Agreement at or prior to the Closing Date (July 9, 2024), including,
Section 4. Additional Confirmations Standard
⚑ Commercial term
Section 4. Additional Confirmations In addition to the certifications set forth in Sections 2 and 3 above, the undersigned hereby further confirms and certifies, on behalf of each of Parent and Merger Sub, as follows: (a) No Legal Proceedings. As of the date hereof, no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, injunction, decree, or judgment issued by an
Section 5. Limitation; No Personal Liability
Section 5. Limitation; No Personal Liability This Officer's Certificate is being delivered solely in satisfaction of the closing condition set forth in Section 7.3(c) of the Merger Agreement and for no other purpose. This certificate is delivered by the undersigned in his capacity as (i) an authorized signatory of Solara Fund VI GP LLC, the general partner of Solara Digital Infrastructure Fund VI LP, on behalf of Par
Section 6. Governing Law Medium
⚑ Forum / governing law
Section 6. Governing Law This Officer's Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware,