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Certification of No Changes in Representations and Warranties
Reference is made to the Agreement dated [date] between [name]
(Seller) and [name] (Purchaser).
The undersigned, being all the shareholders of Seller, certify to Purchaser
that, as of the date hereof, there have been no material changes in any of the
representations and warranties contained in Paragraph ---------- of the
Agreement except [set out exceptions].
This certification is made to induce Purchaser to complete the purchase
described in the Agreement. The undersigned will be bound by the aforesaid
warranties and representations and will indemnify Purchaser for any loss it
may suffer by reason of the material breach of any of them by Seller.