Legal Official Seal Document

LEGAL OFFICIAL SEAL DOCUMENT

This Legal Official Seal Document (the "Certification") is made and entered into on this day of , , by and between Client Name: with principal address (the "Entity"), and Attesting Officer Name: , Title: (the "Attesting Officer").

RECITALS

WHEREAS, the Entity maintains an official corporate seal or device consisting of the design and legend described below (the "Official Seal"); and

WHEREAS, the Entity requires formal written certification of the Official Seal and a recorded attestation of the authority of the Attesting Officer to affix, impress, reproduce, or otherwise use the Official Seal on documents executed on behalf of the Entity; and

WHEREAS, the Attesting Officer represents that he or she is duly authorized by the Entity to authenticate the Official Seal and to attest to the Officer's authority to affix the Official Seal to specified instruments;

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:

"Official Seal" means the device, emblem, or impressed mark maintained by the Entity, the specimen description of which is set forth in Section 2 below.

2. DESCRIPTION OF OFFICIAL SEAL

Type of impression: Embossed Ink Electronic image

3. CERTIFICATION OF AUTHENTICITY

The Attesting Officer hereby certifies, under penalty of perjury to the fullest extent permitted by applicable law, that:

1. The Official Seal described in Section 2 is the true and lawful seal of the Entity and has been adopted by the Entity for its corporate or organizational use.
2. The specimen provided in this document or attached thereto (if any) is a true and accurate representation of the Official Seal as maintained by the Entity.
3. The Attesting Officer is authorized by the Entity's governing documents or by corporate action to affix or authenticate the Official Seal for the Entity's official acts.

4. AUTHORITY TO AFFIX OR AUTHORIZE USE OF SEAL

The Entity hereby authorizes the Attesting Officer to affix, reproduce, imprint, or otherwise cause to be placed the Official Seal upon any instrument, certificate, or record executed by the Entity, provided that such use is in conformity with the Entity's articles, bylaws, operating agreement, resolutions, and applicable law. The Attesting Officer shall not affix the Official Seal to any instrument without proper corporate authorization when required by the Entity's governing instruments.

5. REPRESENTATIONS AND WARRANTIES

The Entity represents and warrants that it is duly organized and validly existing under the laws of the jurisdiction identified below and that the execution, delivery, and performance of this Certification have been duly authorized by all necessary corporate action.

The Attesting Officer represents and warrants that he or she holds the office or authority stated herein and that the statements in this Certification are true, complete, and correct as of the date of execution.

6. LIMITATION ON THIRD-PARTY RELIANCE

This Certification is provided for the benefit of the Entity and any third party who reasonably and in good faith relies upon the accuracy of the representations contained herein. The Entity and the Attesting Officer shall not be liable to any third party relying on the Certification where such reliance is not reasonable or where facts known to the relying party would have revealed the inaccuracy of any representation.

7. INDEMNIFICATION

The Entity agrees to indemnify and hold harmless the Attesting Officer from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to a good-faith exercise of authority to use or affix the Official Seal, except to the extent such losses arise from the Attesting Officer's gross negligence, willful misconduct, or fraudulent acts.

8. NOTICES

Notices to the parties must be delivered to the addresses set forth below and shall be deemed delivered upon personal delivery, three business days after deposit in a nationally recognized overnight courier, or three business days after posting by certified mail:

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Certification may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certification shall be governed by and construed in accordance with the laws of the jurisdiction in which the Entity is organized, without regard to conflict of law principles. This Certification constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Certification is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11. ACKNOWLEDGMENT OF ELECTRONIC SEAL USE

If the Official Seal is used in electronic form, the parties acknowledge that the electronic reproduction of the Official Seal shall have the same legal effect, validity, and enforceability as the affixed or impressed original, provided that the method of reproduction preserves the integrity and authenticity of the Official Seal and is consistent with applicable law and Entity policy.

12. ATTACHMENTS

Any specimen, facsimile, or graphical representation of the Official Seal to be attached to this Certification must be described below or attached hereto and incorporated by reference.

13. CERTIFICATION BY ATTESTING OFFICER

The Attesting Officer hereby certifies that the statements contained in this Certification are true and correct to the best of his or her knowledge and that this Certification is executed under authority granted by the Entity.

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