Legal Approval Act

LEGAL APPROVAL ACT

This Legal Approval Act ("Act") is made effective as of . By and between Approving Authority: , an entity organized as Corporation Limited Liability Company Government Body Individual; with principal address: ; and Approved Party: , an entity organized as Corporation Limited Liability Company Government Body Individual; with principal address: .

RECITALS

WHEREAS, Approving Authority has reviewed the proposal and supporting documentation describing the action or transaction to be approved, substantially summarized as:

WHEREAS, the Approved Party has represented that the action described above is within its authority, complies with applicable law, and is supported by the factual and legal basis set forth in the documents delivered to Approving Authority; and

WHEREAS, the parties desire to set forth the terms, conditions, and limitations of the approval granted by this Act to ensure enforceability, notice, and compliance.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Act, the following terms shall have the meanings set forth below. "Approval" means the express authorization granted by Approving Authority under Section 2. "Effective Date" means the date set forth above. Terms defined elsewhere in this Act shall have the meanings ascribed to them in the section in which they appear.

2. GRANT OF APPROVAL

Subject to the terms and conditions of this Act, Approving Authority hereby grants to Approved Party the Approval to:

The Approval granted hereunder is limited to the scope described above and does not constitute a waiver of any rights or approvals not expressly set forth herein.

3. CONDITIONS PRECEDENT

The obligations of Approving Authority to recognize and honor the Approval are subject to the following conditions precedent, each of which must be satisfied or waived in writing prior to the Effective Date:

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Act; and (c) the execution, delivery and performance of this Act have been duly authorized by all necessary action.

5. COVENANTS; COMPLIANCE

Approved Party covenants to perform the Approved Action in compliance with all applicable laws, regulations and permits. Approved Party shall promptly furnish to Approving Authority such evidence as Approving Authority reasonably requests to demonstrate compliance.

6. INDEMNIFICATION

To the maximum extent permitted by law, Approved Party shall indemnify, defend and hold harmless Approving Authority and its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to the Approved Action, except to the extent caused by the gross negligence or willful misconduct of Approving Authority.

7. NOTICES

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

8. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Act shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

9. GOVERNING LAW

This Act shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of any dispute arising out of or relating to this Act.

10. ENTIRE AGREEMENT

This Act constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. SEVERABILITY

If any provision of this Act 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.

12. COUNTERPARTS

This Act 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 or facsimile shall be binding.

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