Legal Certification to Sign

Legal Certification to Sign

This Legal Certification to Sign (the Certification) is made as of Effective Date: , by and between Certifying Party: , Title: , on behalf of Entity: (Entity Type: Corporation LLC Individual Other), and Recipient: .

Recitals

WHEREAS, Certifying Party is a duly authorized representative of the referenced Entity and holds the position set forth above with authority to act on behalf of that Entity with respect to the transaction described herein; and

WHEREAS, Recipient requires written certification of the Certifying Party's authority to execute and deliver specified documents and to bind the Entity to obligations created by such documents; and

WHEREAS, the parties wish to record the scope of authority, representations, and obligations applicable to issuance and reliance upon signatures provided by the Certifying Party in connection with the described transaction.

Now, Therefore

In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Certification of Authority

1.1 Certifying Party represents and warrants that Certifying Party is duly authorized, by corporate or organizational action, to execute, deliver and perform all documents and instruments that may be necessary or appropriate to effectuate the Transaction described below, and that such execution and delivery will bind the Entity in accordance with its terms.

1.2 The Transaction for which this Certification is issued is described as:

2. Representations and Warranties

2.1 Certifying Party represents that the facts set forth in this Certification are true and correct as of the Effective Date, including without limitation that no limitation, restriction, or corporate governance requirement prevents the Entity from granting the authority certified herein.

2.2 Certifying Party further represents that any corporate or organizational records relied upon to deliver this Certification are accurate and that all necessary corporate approvals, authorizations, and consents have been obtained.

3. Scope and Limitations

3.1 This Certification is limited to the Transaction described in Section 1.2 and does not constitute a general power of attorney or an authorization for actions outside the scope of the described Transaction unless expressly stated in writing.

3.2 Certifying Party agrees to update Recipient promptly if any fact represented herein becomes inaccurate prior to the completion of the Transaction.

4. Reliance and Third-Party Reliance

4.1 Recipient and any person or entity that reasonably relies upon this Certification in connection with the Transaction may rely upon the statements contained in this Certification as to the authority of the Certifying Party until Recipient receives written notice of revocation or modification.

4.2 Recipient may conclusively rely on a copy, facsimile, or electronic reproduction of this Certification as though it were an original.

5. Indemnity

5.1 Certifying Party shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any and all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of the representations and warranties set forth in this Certification or from any unauthorized act by the Certifying Party.

6. Notices

Any notice, demand or other communication required or permitted under this Certification shall be in writing and shall be delivered to the addresses below by personal delivery, nationally recognized overnight courier, or registered mail, return receipt requested:

7. Governing Law; Interpretation

This Certification shall be governed by and construed in accordance with the laws of the state selected by the parties, without regard to conflict of laws principles. Headings are for convenience only and shall not affect interpretation.

8. Entire Agreement; Severability; Amendments

8.1 This Certification constitutes the entire agreement of the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating thereto.

8.2 If any provision of this Certification is held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed and the remaining provisions shall continue in full force and effect.

8.3 No amendment or waiver of any provision of this Certification shall be effective unless made in a written instrument signed by both parties.

9. 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. Facsimile, scanned or electronic signatures shall be effective as originals.

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