Legal Opinion Officer`s Certificate

As a general rule, the certificate of good conduct must also show that the company has fulfilled the agreements and obligations required in the main contract to be performed and has complied with them in all material aspects at the balance sheet date. 11. In connection with this certificate, each of the undersigned has reviewed documents, records and certificates of the corporation and has spoken with other officers of the corporation. The agent`s certificate generally does not contain specific representations and warranties, but states that all representations and warranties made in the main agreement will remain true and accurate as of the closing date. Any exceptions must be noted on the certificate or attached to it as a document. Certificates of completion are written statements of fact required by a party to a transaction as a condition of closing. These are separate documents from the main transaction document, either because they are delivered at a different time from the main transaction document (for example, an insurance and warranty « update » certificate) or because they are served by a person who is not involved in the transaction (for example, a clearance certificate issued by the Secretary of State). 2. The form in the note specifies some of the conditions that must be set out in this certificate in accordance with section 2.2 of the Indture and these terms are incorporated herein by reference. Tickets were offered at an IPO price of 99.946% of face value.

A clearance certificate is obtained from the Office of the Secretary of State in the states that are required to produce the certificate. A clearance certificate can only be requested from the national state or national state and all foreign states in which the company is registered. It states that the company is in « good standing » in the state, which usually means that it has submitted all required deposits. It may or may not be the payment of franchise taxes and similar taxes. Delaware`s good ranking will also confirm that franchise taxes are paid. But in many states, if a company needs a tax reputation certificate, it will be a completely separate process. For more information about reputable certificates, see the Summary of Best Practices for LeapLaw Certificates in Good Standing. The most common form of certificate of completion is a secretary`s certificate, where the secretary of a company certifies certain matters, as explained below.

If a limited liability company has officers, it may also issue a secretarial certificate or executive membership certificate instead. A limited partnership issues a general partner`s certificate confirming the issues and documents specific to a limited partnership, similar to a secretary`s certificate. Most transactions require the advice of lawyers representing the company receiving the consideration for its shares. These lawyers often require the client`s officials to confirm certain facts that support the legal opinion. An example of such certification would be that the securities of the certification company were not offered by « general solicitation or general publicity », such that counsel for the company can confirm that an offer of securities was made pursuant to Rule D. dated on the deadline. A certificate of transfer is generally required if a transaction is signed on one date and completed at a later date. This certificate « minimizes » or updates the representations and warranties contained in the main transaction document. Thus, if the main agreement contains a statement that the company has no undisclosed liabilities at the time of execution of the agreement, the certificate of reduction would indicate that the company has no undisclosed liabilities at the balance sheet date.

13. In our opinion, all agreements and conditions precedent for the certification and issuance of tickets set out in the Indemnity have been met. 12. Each of the undersigned has carried out the necessary examination and investigation to enable it to give an informed opinion as to whether or not the agreements and preconditions of the Act relating to the certification and issue of the bonds have been complied with.

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