Legal Certificate Declaration

LEGAL CERTIFICATE DECLARATION

This Legal Certificate Declaration (the "Declaration") is made and entered into as of by and between Party A: whose principal address is , and Party B: whose principal address is .

Recitals

WHEREAS, Declarant (Party A) is the holder of a certificate described as Certificate Title: , Certificate Number: , issued by Issuing Authority: on Date of Issuance: .

WHEREAS, Party B requires a sworn certification of the facts and authenticity of the certificate, including the declarant's authority to execute this Declaration and the accuracy of the information set forth herein, for reliance in connection with legal, regulatory, or transactional matters; and

WHEREAS, the parties desire to set forth in writing the certification, representations, and terms under which Party A makes this Declaration and Party B may rely thereon.

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 Declaration, the following terms shall have the meanings set forth below:

1.1 "Certificate" means the instrument identified above and any schedules, attachments, or endorsements thereto identified as Certificate Number: .

1.2 "Declarant" means Party A as identified in the introductory paragraph and any agent or officer authorized to execute this Declaration on its behalf.

2. Certification and Declaration

2.1 Declarant hereby certifies, represents, and declares under penalty of perjury under the laws of the governing jurisdiction that (a) the Certificate is genuine and was issued by the Issuing Authority identified above; (b) the facts and statements contained in the Certificate are true, complete and accurate to the best of Declarant's knowledge and belief as of the date hereof; and (c) Declarant possesses the full legal authority to make this Declaration and to bind Declarant with respect to the matters set forth herein.

2.2 Declarant acknowledges that Party B may rely upon this Declaration in permitting, recording, filing, accepting, or otherwise taking action with respect to the Certificate, and that such reliance shall be subject to the limitations set forth in Section 4.

3. Representations and Warranties

3.1 Declarant represents and warrants that it has full power and authority to execute this Declaration and that the person executing this Declaration on behalf of Declarant is duly authorized to do so.

3.2 Each party represents that the execution, delivery and performance of this Declaration will not violate any material agreement or law to which it is subject.

3.3 Survival. The representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Declaration and any investigation by the relying party.

4. Reliance; Limitations on Use

4.1 Party B and its agents, successors, and assigns may rely upon the statements and certifications contained in this Declaration solely for the purpose expressly stated in the Recitals. Any other use of this Declaration or of the Certificate shall require the prior written consent of Declarant.

4.2 Except as expressly set forth herein, Declarant makes no representation or warranty, express or implied, as to the merchantability, fitness for a particular purpose, or sufficiency of the Certificate for any purpose.

5. Indemnification

Declarant shall indemnify, defend and hold harmless Party B and its officers, directors, agents and employees from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any inaccuracy in the representations or warranties contained in this Declaration or from any breach of Declarant's obligations hereunder.

6. Notices

Notices to Party A

Notices to Party B

7. Amendments; Waiver; Counterparts

7.1 This Declaration may be amended only by a written instrument signed by both parties. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

7.2 This Declaration may be executed in counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile transmission of signatures shall be binding.

8. Governing Law; Venue

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles. Governing Jurisdiction:

9. Entire Agreement; Severability

9.1 This Declaration 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.

9.2 If any provision of this Declaration is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as reflected herein.

10. Additional Certificate Information

Expiration Date:    Place of Issuance:

Attachments: Include Exhibit A (supporting documentation)

Requires Notarization: (If selected, parties shall ensure proper notarization in accordance with applicable law.)

Certificate Description

11. Execution; Authority

Each party represents and warrants that the individual signing below is duly authorized to execute this Declaration on its behalf and that this Declaration constitutes a valid and binding obligation of such party, enforceable in accordance with its terms.

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