Contract analysis

Section 1. Representations and Warranties The undersigned hereby certifies to Buyer that the representations and warranties of Seller set forth in Article IV of the Agreement are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein, including any dollar thresholds set forth in the Seller Disclosure Schedules with respect to su

Section 2. Performance of Covenants The undersigned hereby certifies to Buyer that Seller has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing Date, including, without limitation, the covenants and agreements of Seller set forth in Article VI of the Agreement. Without lim

Section 3. No Orders, Injunctions, or Legal Proceedings The undersigned hereby certifies to Buyer that: (a) No temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or other order, judgment, or decree issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction is in effect as of the Closing Date that prevents, restrains, enjoins, or prohi

Section 4. Governmental Approvals The undersigned hereby certifies to Buyer that all governmental approvals, consents, authorizations, orders, and filings required to be obtained from or made with any Governmental Authority in connection with the consummation of the transactions contemplated by the Agreement have been duly obtained or made, as applicable, and remain in full force and effect as of the Closing Date. Wi

Section 5. Third-Party Consents The undersigned hereby certifies to Buyer that all third-party consents, waivers, approvals, and authorizations required to be obtained under the Agreement as conditions precedent to the Closing have been duly obtained, and each such consent, waiver, approval, and authorization remains in full force and effect as of the Closing Date. Without limiting the generality of the foregoing, th

Section 6. No Material Adverse Effect The undersigned hereby certifies to Buyer that, since the date of the Agreement (July 19, 2024) through and including the Closing Date (November 15, 2024), no event, change, effect, circumstance, occurrence, condition, or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on: (a) the business,

Section 7. Delivery of Closing Deliverables The undersigned hereby certifies to Buyer that Seller has delivered, or caused to be delivered, or is concurrently delivering at the Closing, each of the documents, instruments, agreements, and certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 3.02 and Section 8.02 of the Agreement. Without limiting the generality of the foregoin

Section 8. Disclaimer and Limitation This Certificate is delivered solely for the purpose of satisfying the conditions precedent to the obligations of Buyer to consummate the Closing as set forth in Section 8.02 of the Agreement. This Certificate is not intended to, and shall not, create any rights, claims, or causes of action in favor of, or confer any benefits upon, any Person other than Buyer (and its permitted su