BRING-DOWN CERTIFICATE

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Reference is made to the [Stock/Asset] Purchase Agreement dated [DATE] (the "Agreement") by and between [PARTY A] and [PARTY B]. Capitalized terms have the meanings in the Agreement.

I, [NAME], [TITLE] of [COMPANY], hereby certify on behalf of [COMPANY] and not individually that:

1. Representations and Warranties. The representations and warranties of [COMPANY] set forth in the Agreement are true and correct [in all respects / in all material respects / except as would not reasonably be expected to have an MAE] as of the date hereof, except to the extent expressly made as of an earlier date.

2. Covenants. [COMPANY] has performed and complied in all material respects with the covenants and agreements required by the Agreement to be performed or complied with by it on or before the date hereof.

3. No Injunction. No order, injunction, or legal restraint preventing consummation of the transactions exists as of the date hereof.

4. Officer Authority. The undersigned has authority to execute and deliver this Certificate on behalf of [COMPANY].

5. Organization; Good Standing. [COMPANY] is a corporation duly organized, validly existing, and in good standing under the laws of the State of Alabama.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of [DATE].

_________________________________
[NAME]
[TITLE], [COMPANY]
[// GUIDANCE: Attach to closing set. If multiple entities, provide separate certificates. Align MAE/materiality standard with the agreement; add schedules for exceptions if needed. Confirm good-standing status in Alabama and attach a recent certificate if required by the Agreement.]