Legal Close Letter

LEGAL CLOSE LETTER

This Legal Close Letter (the "Letter") is delivered as of Date: by and between Client Name: and Counsel Name: .

RECITALS

WHEREAS, Client and certain parties identified in the transaction documents have entered into a transaction described as (the "Transaction");

WHEREAS, the closing of the Transaction (the "Closing") was scheduled to occur on and was to be conducted at ;

WHEREAS, Counsel has provided legal services to Client in connection with the Transaction and, at Closing, certain documents, opinions and certifications were to be delivered;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

In this Letter, capitalized terms used but not otherwise defined have the meanings assigned to them in the definitive transaction documents. References to "Documents" shall include all agreements, instruments, certificates, opinions, escrow instructions and other writings delivered in connection with the Closing.

2. CONFIRMATION OF CLOSING

Counsel confirms that it has examined the Documents and, to Counsel's knowledge after reasonable inquiry, the Closing was completed on and all conditions to the obligations of the parties to close have been satisfied or duly waived, except as expressly set forth in Section 5 below.

3. DOCUMENTS DELIVERED AT CLOSING

Counsel represents that the documents described above were, to Counsel's knowledge, properly executed and delivered on behalf of the parties and, where required, filed with the appropriate authorities.

4. REPRESENTATIONS AND CERTIFICATIONS

Counsel certifies that, based upon counsel's review of the corporate records, incumbency certificates and public filings, the parties to the Transaction possessed the requisite corporate or other organizational power and authority to execute and deliver the Documents and to perform their obligations thereunder as of the Closing Date.

5. OUTSTANDING MATTERS

The parties agree to use commercially reasonable efforts to resolve the outstanding matters set forth above within days following the date of this Letter.

6. POST-CLOSING COVENANTS

Each party shall promptly execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the purposes of the Transaction and to carry out the intent of the Documents.

7. FEES AND EXPENSES

Unless otherwise agreed in writing, Client shall be responsible for payment of Counsel's fees and expenses incurred in connection with the Transaction. Amounts due for fees and expenses are as set forth:

8. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party and its affiliates, officers, directors and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach by such indemnifying party of its representations, warranties or covenants contained in the Documents or this Letter.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for incidental, consequential or punitive damages in connection with the transactions contemplated by this Letter. The aggregate liability of Counsel to Client for any claim arising out of this Letter or the Documents shall not exceed the amounts actually paid to Counsel in respect of the Transaction.

10. NOTICES

All notices, demands or other communications required or permitted under this Letter shall be in writing and shall be delivered to the parties at the addresses set forth below (or such other address as either party designates by notice in accordance with this Section):

11. AMENDMENT; WAIVER

This Letter may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

12. COUNTERPARTS

This Letter 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 transmitted by electronic means shall be deemed originals for all purposes.

13. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to principles of conflicts of law. Governing jurisdiction:

14. ENTIRE AGREEMENT

This Letter, together with the Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements of the parties regarding the Transaction.

15. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

16. COUNSEL CERTIFICATION

Counsel certifies that, to the best of Counsel's knowledge following customary legal review, the representations in this Letter are true and accurate as of the date hereof, and Counsel has disclosed to Client all matters that would materially affect Counsel's opinions concerning the enforceability of the Documents or the validity of the Transaction.

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