Legal Application for Authority

Legal Application for Authority

This Application for Authority ("Application") is submitted on by Applicant Name: whose principal address is , and Respondent Name: whose principal address is .

RECITALS

WHEREAS, Applicant seeks a grant of authority to act in certain capacities on behalf of Respondent for the limited purposes and duration set forth below, and Respondent has reviewed and considered this request;

WHEREAS, the parties acknowledge that the authority requested arises from specific facts and instruments, including but not limited to: dated ;

WHEREAS, the parties desire to set forth the scope, limitations and conditions under which such authority, if granted, shall be exercised.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Application, the following terms shall have the meanings set forth below: "Authority" means the rights and powers granted to Applicant pursuant to Section 2 below; "Effective Date" means the date on which the Authority becomes operative as provided in Section 8.

2. APPLICATION FOR AUTHORITY

Applicant hereby applies for the grant of Authority to perform the following acts on behalf of Respondent (select all applicable powers and describe any limits):

Execute, amend and deliver contracts, instruments, and agreements on behalf of Respondent.

Initiate and complete financial transactions, including transfers, deposits and payments, subject to account limitations.

Represent Respondent before third parties, including negotiation and settlement of claims, subject to written approval as specified below.

3. SCOPE AND LIMITATIONS

The Authority granted, if any, shall be limited to acts reasonably necessary to accomplish the stated purposes and shall not include the power to make testamentary transfers, to change beneficiary designations, or to make gifts unless expressly authorized in writing. Applicant shall act in good faith and in the best interests of Respondent and shall exercise due care and reasonable skill in carrying out the Authority.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power, authority and capacity to enter into this Application and to perform its obligations hereunder; (b) the execution and delivery of this Application and the performance of its obligations do not and will not violate any applicable law, agreement, judgment, or order binding on such party; and (c) no consents, approvals or filings are required to make the Authority effective except as disclosed in writing to the other party.

5. CONDITIONS PRECEDENT

The obligations of any party to effectuate the Authority are subject to satisfaction of the following conditions precedent: delivery of duly executed instruments evidencing the Authority, receipt of any required third-party consents, and provision of supporting documentation identified below.

6. TERM; TERMINATION

The Authority, if granted, shall commence on the Effective Date and shall continue until the earliest of: (a) the expiration date specified by the parties, ; (b) termination by mutual written agreement; or (c) revocation by operation of law. Termination shall not affect obligations or liabilities incurred prior to termination.

7. INDEMNIFICATION

To the fullest extent permitted by law, the party requesting or exercising the Authority shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of this Application or the negligent or willful misconduct of the indemnifying party in the exercise of the Authority.

8. NOTICE

All notices, requests, consents and other communications required or permitted under this Application shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), or nationally recognized overnight courier. Notice shall be effective upon receipt.

9. GOVERNING LAW

This Application shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties hereby submit to the exclusive jurisdiction of the courts of such jurisdiction for resolution of any dispute arising under or in connection with this Application.

10. ENTIRE AGREEMENT; SEVERABILITY

This Application constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Application is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Application shall be effective unless in writing and executed by both parties. No waiver by any party of any breach of this Application shall be deemed a waiver of any subsequent breach. This Application may be executed in counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument.

12. CERTIFICATION

Each signatory below certifies under penalty of perjury that he or she is authorized to execute this Application on behalf of the named party, that the facts set forth herein are true and correct to the best of such signatory's knowledge, and that execution of this Application will bind the party to the terms set forth herein.

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