Contract analysis

Section 1 — Certifying Officers; Authority 1.1 The undersigned certifying officers of the Company are: (a) [Insert Name], [Insert Title] of the Company; and (b) [Insert Name], [Insert Title] of the Company. 1.2 Each of the undersigned certifying officers is a duly elected or appointed, qualified, and acting officer of the Company. Each such officer has been duly authorized by the board of directors (or equivalent gov

Section 2 — Certification Regarding Representations and Warranties The undersigned hereby certify, with respect to the representations and warranties of the Company set forth in the Agreement, as follows: 2(a) — Fundamental Representations The Fundamental Representations of the Company contained in the Agreement (as specified in Section [insert BCA section reference defining Fundamental Representations]) are true and

Section 3 — Certification Regarding No Material Adverse Effect Since the date of the Agreement, no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. [Guidance Note: The term "Material Adverse Effect" (or "Company Material Adverse Effect

Section 4 — Certification Regarding Covenants and Agreements The Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Company at or prior to the Closing. [Guidance Note: This certification covers all pre-closing covenants and agreements of the Company set forth in the Agreement, including, without

Section 5 — Certification Regarding No Legal Impediment [Optional Section — Include if Required by the Agreement's Closing Conditions] No order, writ, injunction, decree, judgment, ruling, assessment, or award of any court, tribunal, arbitral body, governmental authority, or other body or authority of competent jurisdiction (whether temporary, preliminary, or permanent) is in effect that would prevent, restrain, enjo

Section 6 — Certification Regarding Minimum Cash Condition (If Applicable) [Optional Section — Include Only if the Agreement Requires the Company's Officers to Certify the Minimum Cash Condition] As of the date hereof, the Available Cash (as defined in Section [insert section reference] of the Agreement) is not less than $[insert amount] (the "Minimum Cash Amount"). [Guidance Note: In many SPAC business combination t

Section 7 — Reliance and Intended Beneficiaries 7.1 This Certificate is being delivered to Acquiror and Merger Sub to satisfy a condition to the obligations of Acquiror and Merger Sub to consummate the Transactions contemplated by the Agreement, as set forth in Section [insert section reference] of the Agreement (the "Acquiror Closing Conditions"). 7.2 Acquiror and Merger Sub are entitled to rely on this Certificate

Section 8 — Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of [insert governing law jurisdiction], without regard to conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. [Guidance Note: The governing law provision of this Certificate should match the governing law provision of the Agreement. If the A

Section 9 — Limitation of Liability / Capacity 9.1 The certifications, representations, and confirmations set forth in this Certificate are made by the undersigned officers solely in their respective capacities as officers of the Company and not in their individual or personal capacities. The undersigned officers are executing and delivering this Certificate solely on behalf of the Company and in furtherance of the C

1. Completion of Bracketed Information. This form should be completed by inserting all bracketed information (indicated by "[●]" or "[Insert _]" placeholders) prior to execution. No bracketed placeholders should remain in the executed version of this Certificate. All insertions should be reviewed for accuracy and consistency with the Agreement.

2. Pre-Execution Bring-Down Diligence. Prior to execution, counsel should confirm that all representations and warranties of the Company remain true and correct to the applicable standard set forth in the Agreement, that no Material Adverse Effect has occurred since the date of the Agreement, and that all covenants and agreements of the Company have been performed and complied with in all material respects (or to suc

3. Cross-Referencing the Agreement. Counsel should cross-reference the specific sections and articles of the Agreement governing the following matters, and should confirm that the language of this Certificate is consistent with and accurately reflects the applicable provisions of the Agreement: (a) The Company's closing condition, including the bring-down standard for representations and warranties, the covenant comp

4. Coordination with Other Closing Deliverables. This Certificate should be delivered simultaneously with the following Company closing deliverables (as applicable and as required by the Agreement): (a) Secretary's Certificate of the Company (certifying organizational documents, resolutions, and incumbency); (b) FIRPTA Certificate (certifying that the Company is not, and has not been, a "United States real property h

5. Execution and Retention. A fully executed original of this Certificate should be retained for inclusion in the closing binder. One or more counterparts of the fully executed Certificate should be delivered to counsel for Acquiror at or prior to the Closing. The Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrum

6. Final Review. Prior to execution, the final form of this Certificate should be reviewed by (a) outside legal counsel to the Company, (b) outside legal counsel to Acquiror (to confirm acceptability of form and substance), and (c) each certifying officer. Any comments or revisions should be incorporated and circulated for final approval before execution copies are prepared. [End of Formatting and Execution Instructi