Legal Violations Certification

LEGAL VIOLATIONS CERTIFICATION

This Legal Violations Certification ("Certification") is made as of Effective Date: by and between Certifier Name: , Entity Type: Individual Corporation LLC Other, with principal address: and Recipient Name: , with principal address: .

RECITALS

WHEREAS, Certifier has been requested by Recipient to certify the existence or non-existence of certain legal violations described below in connection with transactions between the parties; and

WHEREAS, Recipient requires written certification from Certifier regarding past, pending, or threatened violations of law, regulatory obligations, contractual breaches, or judgments that could materially affect the rights, obligations or liabilities of the parties; and

WHEREAS, Certifier is willing to provide such certification subject to the representations, warranties, covenants and indemnities set forth in this Certification.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certification: "Legal Violations" means any final judgments, pending litigation, administrative or regulatory enforcement actions, criminal charges, consent orders, notice of violation, material breaches of statutes, rules, regulations, permits, licenses, or material breaches of contractual obligations that could reasonably be expected to result in material liability to Certifier or to impair Certifier's ability to perform its obligations to Recipient. "Material Violation" means a Legal Violation that individually or in the aggregate could reasonably be expected to result in liability in excess of the threshold amount specified in Section 7.

2. CERTIFICATION

Certifier hereby certifies and represents to Recipient that, as of the Effective Date set forth above, except as disclosed in the Disclosure Statement below, there are no Legal Violations or Material Violations known to Certifier that have not been finally adjudicated in favor of Certifier or otherwise fully resolved.

Select applicable statement (check one):
No known Legal Violations or Material Violations exist as of the Effective Date.
Legal Violations or Material Violations are disclosed in the space below and accompanied by supporting documentation.

3. DISCLOSURE ATTACHMENTS

If any Legal Violations are disclosed, Certifier shall attach contemporaneous documents that materially substantiate the disclosure, including but not limited to: pleadings, settlement agreements, consent orders, regulatory notices, indictments, judgments, correspondence with enforcement authorities, and corrective action plans. Attachments and a brief description of each are to be listed below.

4. REPRESENTATIONS AND WARRANTIES

Certifier represents and warrants to Recipient that: (a) the information contained in this Certification and any attachments is true, complete and accurate in all material respects as of the Effective Date; (b) Certifier has conducted a reasonable inquiry and review of its records and is not withholding any information that would be material to the Recipient's evaluation of Legal Violations; and (c) there are no facts or circumstances known to Certifier that would reasonably be expected to give rise to a Material Violation within ninety (90) days from the Effective Date other than those disclosed in the Disclosure of Legal Violations.

5. COOPERATION; NOTICE OF SUBSEQUENT VIOLATIONS

Certifier shall promptly notify Recipient in writing of any Legal Violations that arise or become known to Certifier after the Effective Date. Such notice shall be provided within days of Certifier's discovery of the same and shall include a summary of the circumstances, anticipated exposure, and any remedial measures being taken.

6. INVESTIGATION; ACCESS TO INFORMATION

Upon reasonable prior notice, Certifier shall provide Recipient and its representatives access to relevant records and personnel for the purpose of verifying the disclosures made hereunder and for any reasonable investigation related to the subject matter of this Certification. Certifier shall not unreasonably withhold, condition or delay such cooperation.

7. REMEDIES FOR FALSE OR MISLEADING CERTIFICATION

If any material statement, representation, or disclosure made in this Certification is knowingly false or misleading in any material respect, Certifier shall be liable for all direct losses, costs and expenses (including reasonable attorneys' fees) incurred by Recipient arising from such falsehood or omission. In addition, the parties agree that liquidated damages in the amount of may be recoverable by Recipient in the event of a willful, material misrepresentation, without prejudice to Recipient's right to seek actual damages if greater.

8. INDEMNIFICATION

Certifier shall indemnify, defend and hold harmless Recipient and its affiliates, officers, directors and employees from and against any and all third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Certifier's representations, warranties or covenants contained in this Certification.

9. CONFIDENTIALITY AND USE

Recipient shall use the information contained in this Certification solely for the purposes contemplated by the parties and shall not disclose such information to third parties except (a) as required by law or regulation, (b) to Recipient's professional advisors on a need-to-know basis under confidentiality obligations, or (c) with the prior written consent of Certifier. Any disclosure pursuant to (a) or (b) shall be made only to the extent required and, where feasible, after prior notice to Certifier.

10. NOTICES

All notices under this Certification shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other pursuant to this Section.

11. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Certification shall be effective unless in writing and executed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

12. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the State of , without giving effect to its conflicts of law principles.

13. ENTIRE AGREEMENT

This Certification constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, representations and warranties relating thereto.

14. SEVERABILITY

If any provision of this Certification is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures delivered by electronic means, including by facsimile or electronic image, shall be valid and binding as originals.

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