Legal Acknowledgment & Errata Form

LEGAL ACKNOWLEDGMENT & ERRATA FORM

This Legal Acknowledgment & Errata Form (the "Form") is entered into as of Effective Date: by and between Party A: , with principal address at ; and Party B: , with principal address at .

RECITALS

WHEREAS, the parties previously entered into certain papers, instruments and agreements, including the document titled dated (the "Underlying Document"), which remains in full force and effect except as modified herein;

WHEREAS, the parties have identified certain errors, omissions or clarifications in the Underlying Document that the parties wish to confirm and correct by means of this Form so that the record accurately reflects the parties' intent;

WHEREAS, the parties desire to set forth an agreed procedure for the submission, review and effect of errata and to provide mutual acknowledgments and certifications regarding the corrections set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

As used in this Form, the following terms shall have the meanings set forth below:

"Errata" means the corrections, clarifications or amendments identified in Section 3 of this Form that correct typographical errors, incorrect cross-references, clerical mistakes or other immaterial inaccuracies in the Underlying Document, unless specifically stated to be material.

"Effective Date" means the date first written above unless otherwise specified for a particular errata entry.

2. ACKNOWLEDGMENT OF RECEIPT

Each party acknowledges receipt of a copy of the Underlying Document and represents that it has had the opportunity to review the Underlying Document and this Form with counsel. Each party further acknowledges that the Errata set forth in Section 3 accurately state the corrections agreed by the parties and that such Errata shall be binding upon the parties to the extent set forth in Section 4.

3. ERRATA (ITEMIZED CORRECTIONS)

The parties hereby record the following Errata. Each entry identifies the location in the Underlying Document, the text as it currently appears, the corrected text, and the reason for correction. Corrections designated as "Material: Yes" shall be effective only if both parties expressly so indicate in writing below the entry.

4. EFFECT OF ERRATA

Except as expressly modified by the Corrected Text set forth in Section 3, the Underlying Document shall remain unmodified and in full force. Each Errata shall be deemed a correction that is incorporated into and forms part of the Underlying Document for all purposes, provided that an Errata marked as "Material" shall become effective only upon written signature by both parties where such signature is required by the Underlying Document or applicable law.

5. REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS

Each party represents and warrants that: (a) it has full authority to enter into this Form; (b) the person signing on its behalf is authorized to do so; (c) it has reviewed the Errata in good faith; and (d) to the best of its knowledge, the Errata set forth herein are accurate statements of the corrections to be made. Each party certifies that no Errata is being used to effectuate a new agreement or to alter material economic or legal provisions of the Underlying Document except as expressly indicated as Material and agreed in writing.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

7. AMENDMENTS; WAIVER

No amendment, waiver or modification of this Form shall be effective unless in writing and signed by both parties. The failure of any party to enforce any provision of this Form shall not constitute a waiver of that provision or the right to enforce it at a later time.

8. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT; SEVERABILITY

This Form, together with the Underlying Document as modified by the Errata set forth herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter. If any provision of this Form is held to be invalid or unenforceable, such provision shall be severed and the remainder of this Form shall remain in full force and effect.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including facsimile or electronic image) shall be effective and binding.

Sign Now