Contract analysis

Section 1. Representations and Warranties The undersigned, in [his/her] capacity as [Insert title] of the Company, hereby certifies to the Investor that each of the representations and warranties of the Company contained in Article [__] of the Purchase Agreement is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation an

Section 2. Covenants and Agreements The undersigned hereby certifies to the Investor that the Company has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, those covenants and agreements set forth in Article [__] and Secti

Section 3. No Material Adverse Effect The undersigned hereby certifies to the Investor that, since [Insert date of most recent audited financial statements, e.g., December 31, 20] (the "**Reference Date**"), no event, circumstance, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the

Section 4. Conditions Satisfied The undersigned hereby certifies to the Investor that, to the knowledge of the undersigned, all conditions set forth in Section [__] of the Purchase Agreement to the obligations of the Investor to consummate the Closing have been satisfied or, where permitted under the terms of the Purchase Agreement, duly waived in writing by the Investor, other than those conditions that by their nat

Section 5. No Proceedings The undersigned hereby certifies to the Investor that, as of the Closing Date, no action, suit, claim, investigation, or proceeding is pending or, to the knowledge of the undersigned after due inquiry, threatened in writing before any court, arbitrator, governmental authority, regulatory body, or other tribunal that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the

Section 6. Authority and Reliance The undersigned hereby represents and certifies that [he/she] is the duly appointed, qualified, and acting [Insert title] of the Company, and that [he/she] is duly authorized to execute and deliver this Certificate on behalf of the Company. The execution and delivery of this Certificate by the undersigned has been authorized by all necessary corporate action on the part of the Compan

Section 7. Governing Law This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of [Insert governing law jurisdiction], without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction. [Note to Draft: The governing law of this Certificate should match the governing law provision of the