Legal Certificate Document

DOCUMENT NAME

This Legal Certificate Document (the "Certificate") is made as of Effective Date: by and between Client Name: (the "Client") and Certificate Holder Name: (the "Holder").

RECITALS

WHEREAS, the Client and the Holder have entered into certain agreements, obligations, or business dealings requiring certification of facts, statuses, or compliance as set forth herein; and

WHEREAS, the Holder requires a written certificate from the Client certifying the matters described in this Certificate for the Holder's reliance in connection with transactions, financing, compliance, or record-keeping; and

WHEREAS, the parties desire to set forth the certifications, representations, and agreed procedures for delivery and reliance on the certifications provided by the Client to the Holder.

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

1. CERTIFICATE IDENTIFICATION

Certificate Number: . This Certificate relates to the following subject matter:

2. CERTIFICATION

The Client hereby certifies, represents and warrants to the Holder that, as of the Effective Date and subject only to the exceptions expressly set forth in Section 2.2 below, the following statements are true and correct:

(a) The Client is duly organized and validly existing under the laws of the jurisdiction of its organization and has the corporate or other power and authority to execute and deliver this Certificate and to perform its obligations hereunder.

(b) The execution, delivery and performance of this Certificate have been duly authorized by all necessary action on the part of the Client and do not violate any provision of the Client's organizational documents or any material agreement, judgment, order or law binding on the Client.

3. AUTHORIZATION AND RELIANCE

The Client authorizes the Holder and any permitted transferee, assignee or agent of the Holder to rely upon the certifications contained in this Certificate. The Holder may rely conclusively upon this Certificate in making determinations or taking actions in connection with the subject matter hereof, and the Client acknowledges that such reliance is a material inducement to the Holder.

4. REPRESENTATIONS AND WARRANTIES

The Client further represents and warrants that all information and documents delivered to the Holder in connection with this Certificate are true, complete and accurate in all material respects as of the Effective Date and that no material fact has been omitted that would make the statements contained herein misleading.

5. TERM; TERMINATION

This Certificate shall be effective as of the Effective Date and shall remain effective until the earlier of (i) the parties' written agreement to terminate this Certificate, or (ii) the date the Holder notifies the Client in writing that the Holder no longer requires the certification set forth herein.

6. INDEMNITY; LIMITATION OF LIABILITY

The Client agrees to indemnify, defend and hold harmless the Holder and its affiliates and their respective directors, officers, employees and agents from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties, covenants or certifications made by the Client in this Certificate. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Certificate shall be in writing and shall be delivered to the addresses set forth below or to such other addresses as a party may designate by written notice:

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Certificate shall be effective unless made in a written instrument signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

9. COUNTERPARTS; ELECTRONIC DELIVERY

This Certificate may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission of a scanned image or other electronic reproduction shall be equally effective as delivery of an original.

10. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: Governing Jurisdiction: , without regard to conflicts of laws principles that would require the application of another jurisdiction's laws.

11. ENTIRE AGREEMENT; SEVERABILITY

This Certificate, together with any documents referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto. If any provision of this Certificate is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

12. ACKNOWLEDGMENT AND CERTIFICATION

The undersigned authorized representative of the Client hereby certifies under penalty of perjury that the statements contained in this Certificate are true and correct to the best of such person's knowledge, information and belief, and that such person is authorized to execute this Certificate on behalf of the Client.

Sign Now