Legal Signature Certificate

Legal Signature Certificate

This Legal Signature Certificate (the Certificate) is executed as of by and between Certifying Party: , with principal address ; and Recipient Party: , with principal address .

Recitals

WHEREAS, Certifying Party has executed or caused to be executed certain documents described herein and desires to provide a certificate attesting to the authenticity of such signatures and the authority of the signatories; and

WHEREAS, Recipient Party requires an express written certification for purposes of relying upon the genuineness and validity of the signatures and the identity or authority of the signing persons; and

WHEREAS, the parties wish to set forth their respective certifications, representations and remedies with respect to the documents and signatures described below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

For purposes of this Certificate, the following terms have the meanings set forth below: "Certified Documents" means the instruments, agreements, records or electronic records described in Section 2; "Signatory" means any person whose signature appears on a Certified Document; and "Certificate Date" means the Effective Date set forth above.

2. Certified Documents and Signatures

Certifying Party hereby certifies that the documents and records subject to this Certificate are described as follows:

For each document identified above, Certifying Party represents and certifies that the signatures set forth on those documents are genuine, were affixed by the persons identified, and that such persons had the authority to execute the documents on the dates indicated.

3. Representations and Warranties

Certifying Party represents and warrants to Recipient Party that: (a) each Signatory is identified correctly in the applicable Certified Document; (b) each signature is the authentic signature of the Signatory; (c) at the time of execution the Signatory had the requisite capacity and authority to bind any entity on whose behalf the Signatory purported to act; and (d) to the knowledge of Certifying Party, no instrument has been amended, revoked or superseded except as disclosed in writing to Recipient Party.

4. Reliance and Effect

Recipient Party and any third party acting in reasonable reliance upon this Certificate may rely conclusively upon the representations and certifications contained herein as to the genuineness of signatures and the authority of Signatories, unless Recipient Party receives written notice of a contrary fact prior to such reliance.

5. Indemnity

Certifying Party agrees to indemnify, defend and hold harmless Recipient Party from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any material breach of the representations and warranties in Section 3, including any claim that a signature was forged or that a Signatory lacked authority to execute a Certified Document.

6. Notices

All notices required or permitted under this Certificate shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party shall designate by written notice. Notices shall be deemed given upon receipt.

7. Amendments; Waiver

This Certificate may not be amended or modified except by a written instrument executed by both parties. No waiver of any provision of this Certificate shall be effective unless in writing and signed by the party against whom the waiver is asserted. No failure or delay in enforcing any right shall operate as a waiver of that right.

8. 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. Facsimile, electronic image or other reproducible signatures shall be deemed originals for all purposes.

9. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the parties below, without regard to its conflicts of law rules.

10. 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 and understandings. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. Additional Certifications

Certifying Party further certifies that, to its knowledge after reasonable inquiry, there are no pending legal proceedings that would materially impair the validity of the Certified Documents or the authority of the Signatories, except as disclosed in writing to Recipient Party.

12. Execution Information for Certified Signatures

For each Signatory whose signature is certified, list the printed name, title (if applicable), and the date of the underlying signature below or attach a true copy of the document demonstrating the signature.

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