Extract to table

Capitalized terms used but not otherwise defined in this Officer's Certificate (this "Certificate") shall have the respective meanings ascribed to such terms in the Agreement

The standard above reflects the typical formulation where materiality-qualified representations must be true and correct "in all respects" (to avoid a double-materiality scrub) and unqualified representations must be true and correct "in all material respects

" If the Agreement employs a different bring-down standard — for example, a single "true and correct in all material respects" standard for all representations, or a "true and correct in all respects except where the failure to be true and correct would not have a Material Adverse Effect" standard — this language must be conformed accordingly

This Certificate is not intended to, and shall not, create any rights in or confer any benefits upon any Person other than the Company, the Selling Stockholders, and the Stockholder Representative (each in their capacity as parties to the Agreement), and no Person other than such parties shall be entitled to rely on the certifications set forth herein

Notwithstanding the foregoing, the Financing Sources shall be express third-party beneficiaries of this Certificate solely to the extent, if any, expressly provided in the Agreement

Where the certifications set forth herein are qualified by references to "the Knowledge of Buyer," "Buyer's Knowledge," or the "knowledge of the undersigned," such references shall be construed in accordance with the definition of "Knowledge of Buyer" (or "Buyer's Knowledge") as set forth in Section [__] of Article I of the Agreement