Legal Consent Ratification Form

Legal Consent Ratification Form

This Consent Ratification Agreement (the "Agreement") is made as of Effective Date: by and between Party A: , an entity organized as Individual Corporation LLC Partnership Other, with principal place of business at ; and Party B: , an entity organized as Individual Corporation LLC Partnership Other, with principal place of business at .

RECITALS

WHEREAS, on or about the date(s) set forth in Exhibit A and various communications between the parties, certain consents, approvals, waivers or authorizations (collectively, the "Consents") were purportedly granted by or on behalf of one or more of the parties or their authorized representatives in connection with the transactions and matters described in Exhibit A; and

WHEREAS, the parties desire to confirm, ratify and, to the extent necessary, reauthorize those Consents to avoid any uncertainty with respect to the validity, enforceability and continuing effect of the actions taken pursuant thereto; and

WHEREAS, the parties intend by this Agreement to document express ratification and to set forth the scope and limitations of any such ratified Consents.

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

1. Definitions

1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in Exhibit A. For purposes of this Agreement, "Ratified Consents" means the Consents described in Exhibit A as ratified by the parties pursuant to Section 2.

2. Ratification

2.1 Ratification of Actions. Each party hereby expressly confirms and ratifies all actions, approvals, communications and consents previously given by such party or its authorized representatives that are described in Exhibit A, and agrees that such actions shall be deemed valid, binding and of full force and effect as of the date they were originally taken, except as expressly modified by this Agreement.

2.2 Limitations. Notwithstanding the foregoing, no action is ratified to the extent that such ratification would (a) contravene applicable law, (b) impose any new obligations on a party beyond those originally consented to without the written agreement of such party, or (c) affect any third-party rights unless such third-party has expressly consented in writing.

3. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full corporate or legal power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary organizational or corporate action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms except as limited by applicable bankruptcy or insolvency laws.

4. Scope of Ratification

4.1 Scope. Ratification under this Agreement shall apply only to the specific Consents and actions expressly identified in Exhibit A and shall not be construed to be a ratification of any other acts, omissions or agreements not described therein.

4.2 No Implied Waiver. Except as expressly set forth in this Agreement, nothing herein shall constitute or be deemed a waiver of any rights, claims or defenses of any party, nor shall it be construed to create any new rights or obligations beyond those set forth herein.

5. Reliance; Third Parties

5.1 Reliance. Each party acknowledges that third parties may rely upon the ratification provided by this Agreement and agrees that the party shall be bound by such ratified Consents to the extent permitted by law.

5.2 No Third-Party Beneficiaries. Except as expressly provided otherwise, this Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns and does not create any rights for any other person.

6. Confidentiality

The parties shall maintain the confidentiality of any non-public information disclosed in connection with this Agreement in accordance with the confidentiality obligations set forth in any existing confidentiality agreement between the parties; absent such an agreement, the parties shall treat such information as confidential and use it solely for the purposes of performing this Agreement.

7. Notices

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

8. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties to be bound thereby. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any claim or dispute arising out of this Agreement.

10. Severability; Entire Agreement

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. This Agreement, together with Exhibit A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to such subject matter.

11. Counterparts; Electronic Execution

This Agreement 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 facsimile or electronic transmission shall be binding for all purposes.

12. Exhibits and Further Assurances

Exhibit A (Description of Consents and Related Documents) is attached hereto and incorporated herein by this reference. Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably required to carry out the purposes and intent of this Agreement.

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