Legal Certificate

LEGAL CERTIFICATE

This Legal Certificate (the Certificate) is made and entered into as of by and between Certifying Party: , an entity of type Individual Corporation LLC and Recipient Party: , an entity of type Individual Corporation LLC.

RECITALS

WHEREAS, Certifying Party possesses knowledge and records concerning the matters set forth in Section 2 and is authorized to make formal certifications and attestations as described in this Certificate; and

WHEREAS, Recipient Party has requested a written certification from Certifying Party with respect to the facts, actions and corporate authority described herein for reliance in connection with transaction, compliance, or record-keeping purposes; and

WHEREAS, the parties desire to set forth the terms and scope under which Certifying Party certifies the matters set forth below.

NOW, THEREFORE

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

1. CERTIFICATION

1.1 Certifying Party hereby certifies, represents and warrants to Recipient Party that, as of the Effective Date set forth below, the statements identified in this Certificate are true, complete and accurate in all material respects. The matters certified include, without limitation, the facts and particulars described in the Certification Details field below, and the corporate or organizational authority of the Certifying Party to execute and deliver instruments on its behalf.

2. REPRESENTATIONS AND WARRANTIES

2.1 Certifying Party represents and warrants that: (a) it has full corporate or legal power and authority to execute and deliver this Certificate and to perform its obligations hereunder; (b) the individual signing on behalf of the Certifying Party is duly authorized to do so; and (c) the facts and documents relied upon to provide the certification are true and constitute competent evidence to support the certification.

2.2 Recipient Party represents and warrants that it will rely upon this Certificate only for the specific purpose described in the Certification Purpose field below and will not use this Certificate beyond that scope without obtaining further certification or reliance protections from Certifying Party.

3. SCOPE AND LIMITATIONS

3.1 This Certificate certifies only the matters expressly stated herein and does not constitute a legal opinion, guarantee, warranty of title, or a representation as to matters not expressly set forth. Any reliance by Recipient Party shall be limited to the facts and documents expressly described in this Certificate.

3.2 Certifying Party shall not be liable for any consequential, special or punitive damages arising out of Recipient Party's reliance on or use of this Certificate, except to the extent such limitation is prohibited by law.

4. EFFECTIVE DATE AND TERM

4.1 This Certificate is effective as of and, unless earlier revoked in writing by Certifying Party delivered in accordance with the Notices provision, remains effective until .

5. DELIVERY, COUNTERPARTS AND SEALS

5.1 This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart by electronic transmission of a scanned signature page shall be effective as delivery of an original.

5.2 If Certifying Party maintains a corporate seal, certification bearing such seal shall be valid and the presence of a seal shall be evidence of corporate action only to the extent consistent with applicable law.

6. NOTICES

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

7. INDEMNIFICATION

7.1 Certifying Party shall indemnify, defend and hold harmless Recipient Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) resulting from any material breach of the representations and warranties set forth in Section 2, except to the extent such losses arise from Recipient Party's misuse or over-reliance beyond the stated Certification Purpose.

8. REMEDIES; LIMITATION OF LIABILITY

8.1 The remedies provided in this Certificate are cumulative and in addition to any other remedies available at law or in equity. Notwithstanding the foregoing, in no event shall Certifying Party be liable for incidental or consequential damages, except where prohibited by applicable law.

9. MISCELLANEOUS

9.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of laws principles.

9.2 Entire Agreement. This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written, relating to the subject matter of this Certificate.

9.3 Severability. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

9.4 Amendment; Waiver. No amendment or waiver of any provision of this Certificate shall be effective unless in writing and signed by the party to be charged. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

9.5 Counterparts. This Certificate 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.

ACKNOWLEDGMENT

The undersigned hereby certifies under penalty of perjury under the laws of the jurisdiction identified above that the information and statements contained in this Certificate are true and correct to the best of his or her knowledge and belief and that he or she is authorized to execute this Certificate on behalf of the party for which he or she signs.

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