Closing Transaction Certificate

CLOSING TRANSACTION CERTIFICATE

WHEREAS

WHEREAS, the parties to this Certificate are identified as Seller: and Buyer: ;

WHEREAS, Seller and Buyer have negotiated and agreed to the transaction described as: (the "Transaction"), and the parties intend to close the Transaction upon satisfaction of the conditions set forth herein;

WHEREAS, the parties now desire to certify, as of the effective date of closing, that the closing conditions have been satisfied or waived and that the deliverables and payments required by the Transaction have been duly exchanged.

SCOPE OF WORK / CLOSING ACTIVITIES

PAYMENT TERMS

TERMS AND TERMINATION

This Certificate is effective as of the Effective Date: and shall remain in effect until the completion of all post-closing obligations or until terminated in accordance with this section.

CONFIDENTIALITY

Each party acknowledges that information exchanged in connection with the Transaction is confidential and constitutes valuable, proprietary information. Neither party shall disclose Confidential Information of the other except as required by law or with the prior written consent of the disclosing party.

Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Certificate, (ii) was lawfully in the receiving party's possession prior to disclosure by the disclosing party, or (iii) is received from a third party without similar restriction.

Acknowledged and agreed: (check to acknowledge)

CERTIFICATIONS AT CLOSING

The undersigned hereby certifies, represents, and warrants that as of the Effective Date of this Certificate:

1. All representations and warranties made by each party in the Transaction documents are true and correct in all material respects as of the Effective Date, except as expressly stated in writing in the closing deliverables.
2. All conditions precedent to closing have been satisfied or validly waived by the party entitled to the benefit thereof.
3. All funds required to be paid at closing in accordance with the Payment Terms have been delivered and disbursed in accordance with the Transaction documents.
4. There are no outstanding injunctions, orders or governmental proceedings that prohibit or materially delay the consummation of the Transaction.

Closing statement / Settlement statement    Bill of Sale    Assignment and Assumption    Lien releases / UCC termination statements

GOVERNING LAW

ENTIRE AGREEMENT

This Certificate, together with the Transaction documents expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandings and representations, whether written or oral, relating to such subject matter.

MISCELLANEOUS CERTIFICATIONS

The person signing below on behalf of each party represents and warrants that he or she is duly authorized to execute and deliver this Certificate on behalf of the party for which he or she signs and that upon execution this Certificate will constitute a valid and binding obligation of such party enforceable in accordance with its terms.

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