Templates Corporate Business Bring-Down Certificate - Arizona
Arizona Corporate Business
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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:

  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] as of the date hereof.

  2. Covenants. [COMPANY] has performed and complied in all material respects with the covenants required by the Agreement.

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

  4. 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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Bring-Down Certificate - Arizona

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