Legal Certificate of Entities

Legal Certificate of Entities

This Legal Certificate of Entities (the Certificate) is executed as of by and between Certifying Entity: whose principal place of business is and Recipient: whose address for notices is .

Recitals

WHEREAS, Certifying Entity is duly organized and validly existing under the laws of , and maintains its principal office at the address provided above;

WHEREAS, Recipient requires a written certification from Certifying Entity to confirm the status, authority and good standing of Certifying Entity for the purposes described herein;

WHEREAS, Certifying Entity is willing to provide such certification subject to the representations, warranties and limitations set forth in this Certificate;

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Certifying Entity and Recipient agree as follows:

1. Definitions

1.1 Certificate Date. The term Certificate Date means the date first set forth above for the execution of this Certificate.

1.2 Good Standing Date. The term Good Standing Date means the date as of which Certifying Entity states it is in good standing, specified in Section 2.2 below.

2. Certification of Entity Status

2.1 Existence and Formation. Certifying Entity certifies that its legal name is and that it was duly formed on under the laws of .

2.2 Good Standing. Certifying Entity represents that, as of , it is active, duly existing and in good standing under the laws of its jurisdiction of formation, and that all required filings, fees and taxes necessary to maintain its existence and good standing have been timely made and paid, except as disclosed in Section 2.5.

2.3 Authority to Execute. Certifying Entity warrants that it has full power and authority to execute and deliver this Certificate and to perform its obligations hereunder, and that the person executing below on behalf of Certifying Entity is duly authorized to do so.

2.4 No Proceedings. To the best of Certifying Entity's knowledge, there are no pending or, to Certifying Entity's knowledge, threatened actions, suits or proceedings before any court or administrative agency that challenge Certifying Entity's corporate existence, authority to enter into this Certificate or its good standing, other than matters disclosed in Section 2.5.

3. Representations and Warranties

3.1 Accuracy of Information. All information provided by Certifying Entity to Recipient in connection with this Certificate is true and correct in all material respects as of the Certificate Date and does not omit any material fact necessary to make such information not misleading.

3.2 No Conflicts. The execution and delivery of this Certificate by Certifying Entity and the performance of its obligations hereunder do not and will not (a) violate any provision of Certifying Entity's organizational documents, (b) violate any law or order applicable to Certifying Entity, or (c) result in a default under any material agreement to which Certifying Entity is a party.

4. Reliance; Indemnity

Recipient may rely on the representations and certifications contained in this Certificate for all lawful purposes. Certifying Entity agrees to indemnify and hold harmless Recipient from and against any losses, liabilities, costs or expenses (including reasonable attorneys' fees) incurred by Recipient to the extent resulting from any material misrepresentation or breach of warranty made by Certifying Entity in this Certificate.

5. Covenants

5.1 Further Assurances. Each party agrees to execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent and purpose of this Certificate.

5.2 Survival. The representations and warranties made by Certifying Entity shall survive the execution and delivery of this Certificate for a period of one (1) year from the Certificate Date, except for claims based on willful misconduct or fraud which shall survive indefinitely.

6. Notices

All notices and other communications required or permitted under this Certificate shall be made in writing and delivered to the addresses set forth in the opening paragraph or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed delivered when received by personal delivery, confirmed overnight courier or certified mail, return receipt requested.

7. Amendments; Waiver

This Certificate may be amended only by a written instrument signed by both parties. No waiver of any provision of this Certificate shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. No failure or delay in exercising any right shall operate as a waiver of that right.

8. Governing Law; Venue

This Certificate shall be governed by and construed in accordance with the laws of , without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this Certificate.

9. Entire Agreement; Severability

This Certificate 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.

10. Counterparts

This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means or facsimile shall be valid and binding as original signatures.

11. Additional Administrative Information

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