Business Compliance Certificate

Business Compliance Certificate

Recitals

WHEREAS, the business named above is entering into or has entered into contractual arrangements or regulatory obligations requiring a formal certification of compliance with applicable statutes, permits, licenses, tax filings and regulatory requirements; and

WHEREAS, this Business Compliance Certificate is executed by an authorized representative of the business to attest to the current status of compliance as of the date of issuance and to allocate reliance to third parties that reasonably rely on such certification; and

WHEREAS, the recipient of this certificate requires written assurance that the business has fulfilled specified compliance obligations and that any exceptions are disclosed herein.

Scope of Work

The certifying party shall perform or verify the actions described below. Use this section to specify the compliance activities, audits, filings, or deliverables that form the basis for this certificate.

Payment Terms

The certification services and any ancillary obligations shall be compensated as set forth below.

Term and Termination

This Certificate and any associated performance obligations commence and terminate as provided below. Termination prior to completion requires written notice as specified.

Compliance Representations and Certifications

The undersigned authorized representative certifies, to the best of his or her knowledge, that as of the date of this certificate:

1. The business is duly organized, validly existing and in good standing in its jurisdiction of formation and has all material corporate or organizational power to own its properties and conduct its business as presently conducted.
2. All material licenses, permits and registrations required to operate the business in the jurisdictions where it conducts material operations have been obtained and are in effect, except as expressly disclosed.
3. All federal, state and local tax returns required to be filed by the business have been timely filed and all taxes shown as due on such returns have been paid, except to the extent not yet due or being contested in good faith and by appropriate proceedings.
4. There are no unresolved material violations, pending prosecutions, injunctions, or enforcement actions that would reasonably be expected to prevent or materially impair the performance of the obligations described in the Scope of Work.

By checking the box below the certifying party affirms that the statements above are true and correct as of the date of signature, subject only to the exceptions set forth in the Exceptions and Qualifications field.

Confidentiality

All non-public information provided in connection with this Certificate shall be treated as confidential by any recipient that receives it in the context of evaluating the business, and shall not be disclosed except as required by law, court order, or to the recipient's professional advisors under obligations of confidentiality.

Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles.

Entire Agreement

This Certificate, together with any attachments or schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the matters certified herein and supersedes all prior and contemporaneous communications, agreements and understandings, whether oral or written, relating to the subject matter of this Certificate.

Reliance and Limitations

This Certificate is provided solely for the benefit of the designated recipient and any named relying parties that expressly receive a copy and are identified in writing. Reliance by third parties not identified in writing shall be at the sole risk of such third parties. This Certificate does not modify any underlying contract, loan document, regulatory requirement or other obligation unless expressly amended in writing.

Acknowledgement of Recipient

Recipient acknowledges that the certification provided herein reflects the state of facts as of the date set forth below and that ongoing compliance is the responsibility of the business named above.

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