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Contract analysis / good-standing-certificates-transmittal.docx
good-standing-certificates-transmittal.docx
High · 0
Medium · 2
Standard · 2
I. Enclosed Certificates — Summary Schedule
I. Enclosed Certificates — Summary Schedule Set forth below is a summary schedule of the Certificates of Good Standing enclosed with this transmittal memorandum. Each certificate is identified by reference to the applicable Loan Party entity, the issuing jurisdiction and governmental authority, the date of issuance, and the certificate type: As reflected in the foregoing schedule, all three (3) certificates were obta
II. Ironhaven Data Centers LLC — Delaware Good Standing (Exhibit A-1)
II. Ironhaven Data Centers LLC — Delaware Good Standing (Exhibit A-1) The following information pertains to the Certificate of Good Standing obtained from the Delaware Secretary of State for Ironhaven Data Centers LLC, enclosed herewith as Exhibit A-1: Full Legal Name: Ironhaven Data Centers LLC Entity Type: Delaware limited liability company, formed pursuant to and governed by the Delaware Limited Liability Company
III. Ironhaven Data Centers LLC — Virginia Good Standing (Exhibit A-2)
Standard
⚑ Commercial term
III. Ironhaven Data Centers LLC — Virginia Good Standing (Exhibit A-2) The following information pertains to the Certificate of Good Standing / Certificate of Existence obtained from the Virginia State Corporation Commission for Ironhaven Data Centers LLC, enclosed herewith as Exhibit A-2: Qualification in Virginia: IHDC is duly qualified to transact business as a foreign limited liability company in the Commonwealth
IV. Ironhaven Holdings Inc. — Delaware Good Standing (Exhibit B)
Medium
⚑ Liability cap to check against exposure
IV. Ironhaven Holdings Inc. — Delaware Good Standing (Exhibit B) The following information pertains to the Certificate of Good Standing obtained from the Delaware Secretary of State for Ironhaven Holdings Inc., enclosed herewith as Exhibit B: Full Legal Name: Ironhaven Holdings Inc. Entity Type: Delaware corporation, incorporated pursuant to and governed by the General Corporation Law of the State of Delaware, 8 Del.
V. Note Regarding Ironhaven Frankfurt GmbH (German Subsidiary / Co-Borrower)
V. Note Regarding Ironhaven Frankfurt GmbH (German Subsidiary / Co-Borrower) The parties should note that Ironhaven Frankfurt GmbH (the "German Co-Borrower"), a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of the Federal Republic of Germany, is not subject to a "good standing" certificate in the manner customary under the laws of the various States of the Uni
1. A current Handelsregisterauszug (Commercial Register excerpt) from the Amtsgericht Fra
1. A current Handelsregisterauszug (Commercial Register excerpt) from the Amtsgericht Frankfurt am Main confirming the HRB 129457 registration, the current managing directors (Marcus Delaine and Katarina Bremer), the registered share capital, and the absence of any insolvency proceedings or dissolution entries; and
2. Confirmation of proper and current filing with the German Transparenzregister (Transpa
2. Confirmation of proper and current filing with the German Transparenzregister (Transparency Register) maintained pursuant to the Geldwäschegesetz (German Anti-Money Laundering Act), reflecting the ultimate beneficial ownership structure. These German organizational documents and related certifications are being coordinated by the Borrower's German local counsel, Wendt Falkenberg Rechtsanwälte PartG mbB (contact at
VI. Confirmation of Good Standing Status
Standard
⚑ Commercial term
VI. Confirmation of Good Standing Status Based upon our review of the enclosed certificates, our independent verification with the relevant governmental authorities, and our due diligence conducted in connection with the preparation of closing deliverables under the Credit Agreement, Calderwood & Harkness LLP hereby confirms the following: (a) Ironhaven Data Centers LLC is duly formed, validly existing, and in good s
VII. Conditions Precedent Checklist Cross-Reference
VII. Conditions Precedent Checklist Cross-Reference The delivery of the good standing certificates described herein has been recorded on the Master Conditions Precedent Checklist (the "CP Checklist") maintained by Calderwood & Harkness LLP in connection with the closing of the Credit Agreement. The final version of the CP Checklist will be dated as of the Closing Date, June 3, 2024, and will be circulated to all part
VIII. Request for Confirmation and Next Steps
Medium
⚑ Confidentiality undertaking
VIII. Request for Confirmation and Next Steps We respectfully request that each of the following parties provide written confirmation of receipt of this transmittal memorandum and the enclosed certificates at their earliest convenience: (a) Jonathan Pryce-Williams, General Counsel & Secretary, Ironhaven Data Centers LLC; (b) Catherine Ellsworth, Partner, Blackthorn & Sundial Software (Agent's Counsel); and (c) Thomas