Legal Certification of Completeness

Legal Certification of Completeness

This Legal Certification of Completeness is entered into on by and between Certifier Name: , Certifier Title: , Organization: (the "Certifier"), and Recipient Name: , Recipient Title: (the "Recipient"). Reference / File No.: .

RECITALS

WHEREAS, the Recipient has requested that the Certifier provide a written certification attesting to the completeness of certain records, deliverables, submissions, or other materials described in this Certification; and

WHEREAS, the Certifier is responsible for assembling, reviewing, or compiling the listed materials in connection with the project, transaction, or matter identified above and is qualified to make the certification set forth herein; and

WHEREAS, the parties desire to reduce to writing the scope, limitations, and legal effect of the Certifier's representation regarding completeness of the materials.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certification, the following terms shall have the meanings set forth below: "Materials" means the items, documents, reports, data, or deliverables described in Section 2 below; "Certification Date" means the date on which the Certifier executes the signature block below; and "Good Faith" means an honest belief based upon information available to the Certifier after reasonable inquiry.

2. DESCRIPTION OF MATERIALS

If additional materials are added after the Certification Date, such additions shall not be covered by this Certification unless the Certifier executes a written amendment referencing those additional materials.

3. CERTIFICATION OF COMPLETENESS

The Certifier hereby certifies, to the best of its knowledge and after reasonable inquiry, that the Materials described in Section 2 are, as of the Certification Date, complete and include all items that the Certifier reasonably believes are necessary for the stated purpose of the submission. The Certifier's statement of completeness is limited to the presence of the listed items and does not constitute a warranty as to the accuracy, sufficiency, or legal adequacy of individual items except as expressly set forth in this Certification.

4. REPRESENTATIONS AND WARRANTIES

The Certifier represents and warrants that: (a) the Certifier has performed the review and compilation activities described herein in a professional manner consistent with industry standards; (b) the Certifier has no knowledge of the omission of any material item that should reasonably have been included in the Materials for the stated purpose; and (c) no Material has been intentionally excluded for the purpose of misleading the Recipient.

5. SCOPE, LIMITATIONS AND EXCLUSIONS

This Certification does not: (i) opine on matters of legal sufficiency or compliance with statutes or regulations unless expressly set forth herein; (ii) extend to items that were not within the Certifier's assignment or review; or (iii) constitute a guarantee against future discovery of an omission where such omission could not reasonably have been detected by the Certifier's inquiry and review.

6. RELIANCE; THIRD PARTIES

The Recipient may rely upon this Certification solely for the stated purpose identified in Section 1. No third party shall rely on this Certification except to the extent the Certifier has expressly consented in writing. The Certifier shall have no liability to any third party not expressly authorized herein.

7. INDEMNIFICATION

The Certifier agrees to indemnify and hold harmless the Recipient from and against any losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from the Certifier's intentional misrepresentation of completeness or willful omission of material items known to the Certifier at the time of certification. This indemnity shall not apply to errors or omissions resulting from matters beyond the Certifier's reasonable ability to detect.

8. NOTICES

All notices required or permitted under this Certification shall be in writing and delivered to the contact information below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

9. AMENDMENT; WAIVER

This Certification may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and no single or partial exercise of any right shall preclude any other or further exercise of such right.

10. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Certification constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations and understandings. If any provision of this Certification is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. COUNTERPARTS

This Certification 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.

CERTIFICATION

By executing below, the Certifier attests under penalty of law that the statements contained in this Certification of Completeness are true and correct to the best of the Certifier's knowledge and that the Certifier has exercised reasonable diligence in preparing and assembling the Materials. The Certifier acknowledges that any material misrepresentation, omission, or intentional concealment may give rise to legal liability.

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