Legal Attestation Document

LEGAL ATTESTATION DOCUMENT

This Legal Attestation Document (the "Attestation") is made as of Effective Date: by and between Attestor Name: ("Attestor") and Recipient Name: ("Recipient").

RECITALS

WHEREAS, Attestor possesses certain facts, documents and information described below that are material to Recipient's review, acceptance or regulatory compliance; and

WHEREAS, Recipient requests an express written attestation by Attestor confirming the accuracy, completeness and currency of the attested facts for the purposes set forth in this Attestation; and

WHEREAS, the parties desire to set forth their respective attestations, representations and obligations with respect to such facts and related reliance.

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

1. DEFINITIONS

For purposes of this Attestation: "Attested Facts" means the facts, statements and documentary evidence described in Section 2; "Material" means any information or document reasonably likely to affect Recipient's decision-making or legal compliance; and "Losses" means losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees.

2. ATTESTATION AND CERTIFICATION

Attestor hereby certifies, represents and warrants to Recipient that, as of the Effective Date identified above, the following attested facts are true, accurate and complete in all material respects:

Attestor certifies that the Attested Facts: (a) are true and correct to the best of Attestor's knowledge; (b) do not omit any Material facts necessary to make the statements not misleading; and (c) are supported by the documents and evidence listed in the attached schedule or otherwise provided to Recipient.

3. REPRESENTATIONS AND WARRANTIES

Attestor represents and warrants that it has full authority to make this Attestation, that the Attested Facts do not violate any contractual or legal obligation, and that no litigation, claim or governmental inquiry exists that would reasonably be expected to render the Attested Facts inaccurate in any material respect.

Recipient acknowledges that it is relying on the Attested Facts for its internal decision-making and may disclose such facts to its affiliates, counsel or regulators to the extent required by law or bona fide business need, subject to the confidentiality provisions of Section 6.

4. COVENANTS; CONTINUING ATTESTATION

Attestor covenants to notify Recipient in writing within Notice Period (days): days of any change or discovery of inaccuracy in the Attested Facts. Such notice shall identify the nature of the change and include corrective documentation where available.

If, after providing notice, Attestor discovers a material inaccuracy, Attestor shall cooperate in good faith with Recipient to remedy the inaccuracy and mitigate any adverse consequences.

5. INDEMNIFICATION

Attestor shall indemnify, defend and hold harmless Recipient and its affiliates from and against any and all Losses arising out of or related to any breach of Attestor's representations, warranties or covenants set forth in this Attestation, including reasonable attorneys' fees and costs incurred in enforcing this Section.

6. CONFIDENTIALITY; PERMITTED DISCLOSURES

All non-public Attested Facts and supporting documentation provided by Attestor to Recipient shall be treated as confidential and used solely for the purposes set forth in this Attestation, except where disclosure is required by applicable law, regulation or valid subpoena; provided that Recipient shall, where permitted, provide prior notice to Attestor and cooperate to limit the scope of disclosure.

7. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM THIS ATTESTATION. ATTORNEY'S FEES AND COSTS AWARDED PURSUANT TO SECTION 5 SHALL NOT BE SUBJECT TO THIS LIMITATION.

8. NOTICES

All notices required or permitted under this Attestation shall be in writing and delivered to the addresses below by certified mail, courier or email (where acknowledgement is obtained).

9. GOVERNING LAW; DISPUTE RESOLUTION

This Attestation shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to its conflict of laws principles. Any dispute arising under this Attestation shall be resolved in the courts of that jurisdiction unless the parties agree otherwise in writing.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Attestation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements. If any provision of this Attestation is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or waiver of any provision of this Attestation shall be effective unless set forth in a writing signed by both parties.

11. MISCELLANEOUS

Counterparts. This Attestation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and scanned counterparts shall be binding for all purposes.

ACKNOWLEDGMENT

By signing below, Attestor affirms under penalty of perjury to the best of Attestor's knowledge that the Attested Facts described in this Attestation are true, accurate and complete, and acknowledges the obligations, remedies and certifications contained herein.

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