Certified Legal Document

CERTIFIED LEGAL DOCUMENT

This Certified Legal Document (the "Certificate") is entered into as of Effective Date: by and between Certifying Party Name: , an entity of type Individual Corporation LLC Partnership Other with principal address: ; and Recipient Party Name: , an entity of type Individual Corporation LLC Partnership Other with principal address: .

RECITALS

WHEREAS, Certifying Party is in possession of certain documents, information and facts described as: (the "Subject Materials");

WHEREAS, Recipient requires formal certification from Certifying Party that the Subject Materials are complete, accurate and duly authorized for the purposes identified herein;

WHEREAS, Certifying Party is willing to provide such certification on the terms and conditions set forth in this Certificate.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Certification" means the written statement by Certifying Party set forth in Section 2 certifying the authenticity and accuracy of the Subject Materials.

1.2 Other capitalized terms used in this Certificate shall have the meanings ascribed to them in the context in which they are used.

2. CERTIFICATION

2.1 Certifying Party hereby certifies, under penalty of perjury to the fullest extent permitted by applicable law, that the Subject Materials described above are, to the best of Certifying Party's knowledge and belief: (a) true and correct in all material respects; (b) complete and not misleading when considered in the context in which they were prepared; and (c) duly authorized and executed by all necessary parties.

2.2 The Certification provided in Section 2.1 applies only to the Subject Materials as of the Effective Date and shall not be deemed an ongoing representation except as expressly stated in writing by Certifying Party.

3. REPRESENTATIONS AND WARRANTIES

3.1 Certifying Party represents and warrants that: (a) it has the full corporate or individual power and authority to provide the Certification; (b) the execution, delivery and performance of this Certificate have been duly authorized; and (c) no applicable law or agreement prohibits the issuance of the Certification.

3.2 Recipient represents that it will use the Certification only for the purpose described as: and will not rely upon the Certification beyond that stated scope without obtaining further written confirmation from Certifying Party.

4. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and orders in performing its obligations under this Certificate. Certifying Party makes no warranty that providing the Certification will satisfy any regulatory or statutory requirement imposed on Recipient; Recipient remains solely responsible for regulatory compliance in its use of the Subject Materials.

5. USE AND RELIANCE

5.1 Recipient acknowledges that Certifying Party's Certification is limited to the matters expressly certified in Section 2 and that Certifying Party is not providing legal, tax or other professional advice unless such engagement is set forth in a separate written agreement.

5.2 Recipient shall not disclose, distribute, publish or otherwise permit third-party reliance on the Certification except to those third parties who have a legitimate need to know and who agree to be bound by confidentiality and use restrictions at least as protective as those herein.

6. INDEMNITY; LIMITATION OF LIABILITY

6.1 Recipient agrees to indemnify, defend and hold harmless Certifying Party and its officers, directors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Recipient's improper use of the Certification or reliance thereon beyond the scope set forth in this Certificate.

6.2 EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL CERTIFYING PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS CERTIFICATE EXCEED AN AMOUNT EQUAL TO ONE HUNDRED DOLLARS ($100.00).

7. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given upon personal delivery, one business day after delivery by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice hereunder.

8. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Certificate shall be effective unless set forth in a written instrument signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement. This Certificate may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. GOVERNING LAW; VENUE

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction specified as: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of any action arising out of or relating to this Certificate.

10. ENTIRE AGREEMENT; SEVERABILITY

This Certificate, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Certificate is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable consistent with the parties' intent.

11. ATTACHMENTS

12. CERTIFICATION ATTESTATION

The undersigned, on behalf of Certifying Party, hereby certifies under penalty of perjury that the statements and matters set forth in this Certificate are true, accurate and complete to the best of the undersigned's knowledge and that the undersigned is authorized to bind Certifying Party.

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