Bring-Down Certificate - Alaska

BRING-DOWN CERTIFICATE — ALASKA

Before you use this: Match every certification, exception, knowledge standard, materiality threshold, and signer to the underlying transaction agreement. For an Alaska corporation, confirm the signer's office and authority under its bylaws or board action as AS 10.06.483(c) describes. For an LLC, confirm authority under its own governing documents and approvals. The two-officer provision in AS 10.06.483(d) is an effect-of-signature rule for specified corporate instruments; this form does not assume two signatures are always required or that a single signer is always authorized.

1. Transaction and signer

This Certificate is delivered by [COMPANY LEGAL NAME], an Alaska ☐ corporation ☐ limited liability company (the “Company”), under Section [____] of the [TRANSACTION AGREEMENT TITLE] dated [__/__/____] among [PARTIES] (the “Agreement”), for the closing scheduled on [__/__/____]. Capitalized terms not defined here have the meanings in the Agreement.

The undersigned is [NAME, TITLE] and certifies in that stated representative capacity on behalf of the Company. The signer’s authority arises from [BYLAW PROVISION, BOARD RESOLUTION, LLC AGREEMENT, MANAGER/MEMBER APPROVAL, OR OTHER DOCUMENT], dated [__/__/____], attached as Exhibit [____] or identified in Schedule A. The signer has reviewed the Agreement, the relevant Company records, and the exceptions disclosed below.

2. Bring-down certifications

Select and complete one standard for representations and warranties, using the Agreement's actual closing condition:

☐ Exact standard. The Company's representations and warranties in Sections [____] of the Agreement are true and correct [IN ALL RESPECTS / IN ALL MATERIAL RESPECTS / OTHER AGREED STANDARD] on the Closing Date, except that a representation expressly made as of an earlier date is tested on that earlier date, subject to the exceptions in Schedule B.

☐ Agreement-specific standard. The Company's representations and warranties in Sections [____] satisfy the following exact bring-down test from Section [____] of the Agreement: [INSERT TEST, INCLUDING MATERIALITY OR MAE QUALIFICATIONS AND EARLIER-DATE TREATMENT], subject to Schedule B.

The Company has performed the covenants required by Sections [____] of the Agreement to be performed at or before closing to the following agreed standard: [INSERT STANDARD]. Exceptions are in Schedule B. The occurrence or absence of a Material Adverse Effect is certified only if the Agreement requires it, using its definition and measurement period: [CLAUSE OR “NOT CERTIFIED”].

The Company's entity status, required approvals, and signer authority are certified as follows, based on the records in Schedule A: [SPECIFIC FACTS, EFFECTIVE DATES, AND ANY LIMIT]. No statement here certifies permits, tax status, litigation, business-license status, or good standing unless expressly entered in Schedule C with a source and date.

3. Exceptions and reliance period

Schedule B identifies every known qualification to a certification above. “None” must be affirmatively entered if no exception is disclosed. The certifications speak as of [CLOSING DATE AND TIME OR OTHER AGREED DATE], with any earlier-date test stated in Section 2. This Certificate does not amend the Agreement or expand a representation, covenant, remedy, or closing condition beyond its terms unless the parties expressly agree in writing.

Schedule A, Schedule B, and any completed Schedule C are part of this Certificate.

[COMPANY LEGAL NAME]

By: ____________________ Printed name: [____] Title: [____] Date: [__/__/____]

Second corporate officer, only if required by the Agreement or selected by the Company:

By: ____________________ Printed name: [____] Title: [____] Date: [__/__/____]

Schedule A — governing authority and reviewed records

Schedule B — exceptions

Schedule C — additional agreed certifications, if any

Sources and References

• Alaska Legislature, AS 10.06.483