Contract analysis

Section 1. Identity and Authority of Certifying Officers. The undersigned, [insert name], [insert title] of the Company, and [insert name], [insert title] of the Company (each, a "Certifying Officer" and, collectively, the "Certifying Officers"), hereby certify the following to the Underwriters and the Representative: [Insert full name and title of each certifying officer — typically the Chief Executive Officer / Vor

Section 2. Accuracy of Representations and Warranties. Each Certifying Officer hereby certifies that the representations and warranties of the Company set forth in Section [__] of the Underwriting Agreement (and in any certificate delivered by the Company pursuant thereto): (a) were true and correct in all material respects as of the date of the Underwriting Agreement; and (b) are true and correct in all material res

Section 3. Compliance with Covenants and Conditions. Each Certifying Officer hereby certifies that the Company has performed and complied in all material respects with all of its covenants, agreements, and obligations under the Underwriting Agreement required to be performed or complied with by the Company at or prior to the date hereof. Without limiting the generality of the foregoing, the Company has complied with

Section 4. No Material Adverse Change. Each Certifying Officer hereby certifies that, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus (or, if applicable, since [insert specific date as specified in the Underwriting Agreement]): (a) there has been no Material Adverse Effect (as defined in the Underwriting Agreement) on the Co

Section 5. Registration Statement and Prospectus — No Untrue Statements or Omissions. Each Certifying Officer hereby certifies that: (a) the Registration Statement on Form [insert form number] (File No. [insert SEC file number]), as amended through the date hereof (including all exhibits and financial statements included therein and all documents incorporated by reference therein), does not contain any untrue stateme

Section 6. No Stop Order or Proceedings. Each Certifying Officer hereby certifies that: (a) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or, to the knowledge of the undersigned, are contemplated or threatened by the SEC; and (b) no order preventing or suspend

Section 7. No FINRA Objection / Exchange Listing. Each Certifying Officer hereby certifies that: (a) the Financial Industry Regulatory Authority, Inc. ("FINRA") has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the Offering, and, to the knowledge of the undersigned, no proceedings by FINRA for such purpose have been instituted or are co

Section 8. Good Standing and Corporate Authorization. Each Certifying Officer hereby certifies that: (a) the Company is validly existing as an Aktiengesellschaft (stock corporation) duly organized and validly existing under the laws of the Federal Republic of Germany, with full corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as described i

Section 9. No Conflict or Violation. Each Certifying Officer hereby certifies that the execution, delivery, and performance by the Company of the Underwriting Agreement, the Deposit Agreement, and the other agreements and instruments contemplated thereby, and the consummation of the transactions contemplated thereby (including the issuance and sale of the ADSs and the deposit of the underlying Ordinary Shares), do no

Section 10. Additional Certifications. [Each Certifying Officer hereby further certifies as follows:] [Review the Underwriting Agreement for any additional specific certifications required to be delivered in the Officer's Certificate. The following subsections are placeholder provisions addressing topics commonly required in underwriting agreements for offerings of this type. Insert, modify, or delete additional subs