Legal Corporate Letter

LEGAL CORPORATE LETTER

This Legal Corporate Letter (the "Letter") is made and entered into as of Effective Date: by and between Company Name: a Corporation LLC Other, with principal place of business at (hereinafter "Company"); and Recipient Name: with principal place of business at (hereinafter "Recipient"). Company and Recipient are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company is engaged in lawful business activities and desires to provide Recipient with certain corporate confirmations, authorizations, or other matters of record as set forth in this Letter; and

WHEREAS, Recipient has requested written confirmation of corporate authority, actions taken by the board of directors or other governing body, and any certifications set forth below in order to rely on such confirmations in connection with specified transactions; and

WHEREAS, the Parties desire to memorialize the representations, certifications, and commitments of Company to Recipient, and to establish procedures for notices and amendments in respect of the matters confirmed herein.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Letter and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. CERTIFICATION OF AUTHORITY

1.1 Company represents and certifies that the individual executing this Letter on behalf of Company has been duly authorized by all necessary corporate action to execute and deliver this Letter and to bind Company to the obligations contained herein. Company further certifies that the resolutions or corporate action authorizing such execution are in full force and effect on the date hereof.

1.2 Nature of Authorization: Company hereby certifies that the corporate action authorizing the matters described in this Letter was taken on and is evidenced by board resolution or equivalent instrument identified as .

2. REPRESENTATIONS AND WARRANTIES

Company represents and warrants to Recipient that: (a) Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) the execution and delivery of this Letter and the performance of Company’s obligations hereunder do not and will not violate Company’s organizational documents, any material agreement to which Company is a party, or applicable law; and (c) there are no pending actions, judgments, or legal proceedings that would reasonably be expected to impair the authority or performance described in this Letter.

3. SCOPE OF CONFIRMATIONS

3.1 Subject to the terms of this Letter, Company confirms the following matters for Recipient’s reliance: (a) the identity and authority of the signatories set forth in the signature block; (b) the existence and effective date of the authorizing corporate action described above; and (c) the incumbency of the officers listed below or in attached documentation.

3.2 Specified Confirmations:

4. CONDITIONS TO RELIANCE

4.1 Recipient’s right to rely on the confirmations provided herein is conditioned upon Recipient's receipt of this Letter in original or certified form and, where applicable, upon Recipient obtaining any additional documents reasonably requested by Company to verify authenticity. Recipient’s reliance shall be limited to the matters expressly stated in this Letter.

5. CONFIDENTIALITY

5.1 Unless otherwise required by law or regulation, Recipient shall keep confidential all non-public information received from Company in connection with this Letter and shall use such information solely for the purpose for which the confirmation was requested. This confidentiality obligation shall not apply to information that is or becomes publicly available other than as a result of a breach of this provision.

6. INDEMNIFICATION

6.1 Company shall indemnify, defend, and hold harmless Recipient and its affiliates and their respective officers, directors and employees from and against any losses, claims, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of the representations and warranties made by Company in this Letter or from any material misstatement in the certifications contained herein.

7. TERM AND TERMINATION

7.1 This Letter shall remain in effect until revoked in writing by Company or superseded by a subsequent written confirmation. Revocation shall not affect any reliance reasonably placed by Recipient on this Letter prior to actual receipt of written notice of revocation.

8. NOTICES

8.1 Notices shall be in writing and shall be delivered to the addresses below. Notice shall be deemed given when received by certified mail, nationally recognized overnight courier, or personal delivery.

9. AMENDMENTS; WAIVER

9.1 No amendment, modification, or waiver of any provision of this Letter shall be effective unless set forth in a written instrument signed by both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Letter shall be governed by and construed in accordance with the internal laws of the State of without regard to principles of conflicts of law.

10.2 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.3 Entire Agreement. This Letter constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, arrangements, and understandings, whether written or oral, relating to such subject matter.

11. MISCELLANEOUS

11.1 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 delivered by electronic means shall be deemed original signatures for all purposes.

11.2 Interpretation. Headings used in this Letter are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa, and references to "including" are illustrative and not limiting.

ACKNOWLEDGMENT

Each Party acknowledges that it has read this Letter, understands its terms, and agrees to be bound by them. The persons executing this Letter on behalf of the Parties represent and warrant that they have the authority to execute and deliver this Letter.

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