BRING-DOWN CERTIFICATE
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:
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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] as of the date hereof.
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Covenants. [COMPANY] has performed and complied in all material respects with the covenants required by the Agreement.
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No Injunction. No order, injunction, or legal restraint preventing consummation of the transactions exists as of the date hereof.
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Organization; Good Standing. [COMPANY] is a corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of [DATE].
_________________________________
[NAME]
[TITLE], [COMPANY]
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