Contract analysis

Section 1. Representations and Warranties — Parent. The undersigned hereby certifies that each of the representations and warranties of Parent set forth in Article [_] of the Merger Agreement is true and correct in all respects (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, except where such qualifiers are expressly in

Section 2. Representations and Warranties — Merger Sub. The undersigned hereby certifies that each of the representations and warranties of Merger Sub set forth in Article [_] of the Merger Agreement is true and correct in all respects (without giving effect to any limitation or qualification as to "materiality," "Material Adverse Effect," or similar qualifiers set forth therein, except where such qualifiers are expr

Section 3. Covenants — Parent. The undersigned hereby certifies that Parent has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by Parent at or prior to the Closing, including, without limitation, those covenants and agreements set forth in Section [_] of the Merger Agreement. Without limiting the general

Section 4. Covenants — Merger Sub. The undersigned hereby certifies that Merger Sub has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by Merger Sub at or prior to the Closing, including, without limitation, those covenants and agreements set forth in Section [_] of the Merger Agreement. Merger Sub's cov

Section 5. Conditions to Closing — Buyer Conditions Satisfied. The undersigned hereby certifies that, to the knowledge of the undersigned, as of the Closing Date: (a) No order, injunction, judgment, decree, ruling, or other similar action or determination (whether temporary, preliminary, or permanent) issued by any court, tribunal, arbitral body, or governmental authority of competent jurisdiction shall be in effect

Section 6. No Material Adverse Effect on Parent or Merger Sub. The undersigned hereby certifies that, since the date of the Merger Agreement, no event, circumstance, change, effect, development, condition, or occurrence has occurred or exists that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger

Section 7. Financing Confirmation. The undersigned hereby certifies that, as of the Closing Date, the aggregate funds available to Parent and Merger Sub, from the combination of the equity commitment(s), co-investment commitments, committed debt financing, and all other sources of funds described in and committed pursuant to the financing arrangements entered into in connection with the Merger Agreement, are sufficie

Section 8. Good Standing Confirmation. The undersigned hereby certifies that, as of the Closing Date: (a) Parent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as presently conducted. A certificate of good standing (or its equivalen

Section 9. Authority and Authorization. The undersigned hereby certifies that all corporate actions on the part of Parent and Merger Sub necessary to authorize the execution, delivery, and performance by each of Parent and Merger Sub of the Merger Agreement and all other Transaction Documents to which either is a party, and the consummation of the transactions contemplated thereby, including the Merger, have been dul

Section 10. Absence of Litigation. The undersigned hereby certifies that, to the knowledge of the undersigned, as of the Closing Date, there is no action, suit, claim, litigation, arbitration, investigation, inquiry, or proceeding (whether civil, criminal, or administrative) pending or, to the knowledge of the undersigned, threatened in writing against Parent, Merger Sub, or any of their respective Affiliates (in eac

Section 11. No Amendments or Waivers to Financing Commitments. The undersigned hereby certifies that, since the date of the Merger Agreement through and including the Closing Date, neither Parent nor Merger Sub has amended, modified, supplemented, replaced, or waived (or agreed to amend, modify, supplement, replace, or waive) any provision of, or any right or remedy under, (a) the Commitment Letter (Ref. [Insert]), (

Section 12. Limitation / Disclaimer. This Certificate is being delivered solely to satisfy the conditions set forth in Section [_] of the Merger Agreement and is not intended to, and shall not be deemed to, confer any rights, benefits, or remedies upon any Person other than the Company (and its successors and permitted assigns under the Merger Agreement). No third party, including any stockholder, creditor, employee,