Contract analysis

Section 1. Representations and Warranties The representations and warranties of Buyer contained in Article [_] of the Agreement are true and correct in all material respects as of the date hereof as though made on and as of the date hereof, with the same force and effect as if such representations and warranties had been made on and as of such date, except that: (a) those representations and warranties of Buyer that

Section 2. Covenants and Agreements Buyer has duly performed and complied in all material respects with all of the covenants, obligations, and agreements required by the Agreement to be performed or complied with by Buyer at or before the Closing Date, including, without limitation, those covenants, obligations, and agreements set forth in Article [_] of the Agreement and any other provisions of the Agreement that im

Section 3. No Legal Proceedings (a) As of the date hereof, 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 any other governmental authority (each, a "Legal Restraint") preventing, enjoining, restraining, making illegal, or otherwise prohibiting the consummation of the Transactions contempl

Section 4. Governmental Approvals All authorizations, consents, clearances, orders, approvals, permits, or waivers of, or declarations, registrations, or filings with, or expirations or terminations of waiting periods imposed by, any governmental authority (including, without limitation, any federal, state, local, or foreign governmental body, agency, commission, department, instrumentality, or authority) that are re

Section 5. Delivery of Closing Deliverables Buyer is delivering, concurrently with the delivery of this Certificate, or has previously delivered to the Sellers, the Stockholder Representative, or such other parties as specified in the Agreement, all of the documents, instruments, certificates, agreements, and other items required to be delivered by Buyer at or prior to the Closing pursuant to Section [_] of the Agree

Section 6. No Other Representations; Limitation on Third-Party Reliance The certifications set forth in this Certificate are made solely for the purposes of the Agreement and are delivered solely in connection with the Closing of the Transactions contemplated by the Agreement. The certifications contained herein are not intended to, and shall not, confer any rights, remedies, obligations, or liabilities upon any pers

Section 7. Reliance and Authority The undersigned hereby represents and certifies that the undersigned has full power and authority to execute and deliver this Certificate on behalf of Buyer. The execution and delivery of this Certificate has been duly authorized by all necessary corporate or other organizational action on the part of Buyer, including the authorization of the Board of Directors of Buyer, and no furth