Legal Certificate Affidavit

LEGAL CERTIFICATE AFFIDAVIT

This Legal Certificate Affidavit is made and entered into on by the undersigned parties: Affiant Name: and Certifying Officer Name: . Each party is hereinafter referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Affiant is a person with knowledge of certain facts described herein and seeks to make a sworn statement of such facts for the purposes set forth below;

WHEREAS, the Affiant certifies that the facts set forth in this affidavit are true, correct, and based upon the Affiant's own personal knowledge, or, as to matters stated to be upon information and belief, the Affiant believes such matters to be true after due inquiry;

WHEREAS, the Certifying Officer is authorized to accept, attest, and issue certificates related to the facts set forth in this affidavit and to provide the formal certification set forth in this document;

NOW, THEREFORE, in consideration of the mutual covenants and certifications contained herein, the Parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Affidavit, the following terms shall have the following meanings: "Affiant" means the person signing below and attesting to the facts; "Certifying Officer" means the person signing below who certifies the accuracy of the affidavit for official or administrative purposes; and "Certificate" means the formal attestation contained in Section 3 of this document.

2. AFFIANT IDENTIFICATION

3. CERTIFICATE OF FACTS

The Affiant hereby certifies and affirms, under penalty of perjury, that the following facts are true and correct to the best of the Affiant's knowledge:

If additional facts are attached, the Affiant certifies that all attached exhibits identified as Exhibit A and any annexures are incorporated herein by reference and constitute part of this Affidavit.

4. SWORN STATEMENT AND ATTESTATION

The Affiant declares under penalty of perjury under the laws of the jurisdiction set forth below that the foregoing is true and correct. The Affiant acknowledges that a false statement in this sworn affidavit may subject the Affiant to criminal and civil liability.

5. REPRESENTATIONS AND WARRANTIES

The Affiant represents and warrants that: (a) the Affiant is competent to testify and sign this affidavit; (b) the facts set forth are true and correct; (c) the Affiant has not conveyed or otherwise encumbered any rights that would impair the truth of the statements herein as to third parties relying in good faith.

6. INDEMNIFICATION

The Affiant agrees to indemnify and hold harmless the Certifying Officer and the recipient of this Certificate from any losses, claims, damages, or expenses (including reasonable attorneys' fees) arising from any material misrepresentation or omission contained in this Affidavit that is known to the Affiant at the time of execution.

7. NOTICES

8. AMENDMENTS; WAIVER

This Affidavit may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought.

9. GOVERNING LAW

This Affidavit shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

10. ENTIRE AGREEMENT

This document constitutes the entire certificate and affidavit between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous communications, representations, understandings, and agreements, whether oral or written, relating to such subject matter.

11. SEVERABILITY

If any provision of this Affidavit is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

12. COUNTERPARTS

This Affidavit 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. Signature by electronic means or facsimile shall be deemed an original signature for purposes of validity and enforceability.

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