Legal Covenant Compliance Form

Legal Covenant Compliance Form

This Legal Covenant Compliance Form is made effective as of by and between: Party A Name: , with principal address at ; and Party B Name: , with principal address at .

Party A Entity Type: Corporation LLC Individual    Party B Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Party A and Party B entered into one or more agreements, instruments or other arrangements (each, a Covenant Agreement) that contain affirmative or negative covenants, conditions precedent, reporting obligations, or other compliance obligations identified in Exhibit A; and

WHEREAS, the parties desire to document the current compliance status with respect to the covenants described in Exhibit A, to identify any instances of non-compliance, and to set forth corrective actions, notices and certifications required by the Covenant Agreement(s); and

WHEREAS, Party A acknowledges its continuing duty to monitor compliance and to provide periodic compliance reports to Party B as required by the Covenant Agreement(s).

NOW, THEREFORE

In consideration of the mutual covenants 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 form, the following definitions apply. "Covenant Agreement" means any agreement or instrument identified by the parties in Exhibit A that imposes covenants or reporting obligations. "Compliance Period" means the reporting period commencing on and ending on .

2. CERTIFICATION OF COMPLIANCE

Party A hereby certifies that, as of the date of this form, the status of covenants listed in Exhibit A for the Compliance Period is set forth below. Party A further certifies that it has made reasonable inquiry and that the statements in this form are true and correct to the best of its knowledge and belief.

3. COVENANT CHECKLIST

For each covenant listed in Exhibit A, indicate the compliance status by selecting the appropriate box. If Non-Compliant or Partially Compliant is selected, provide a description of the non-compliance and the remedial plan required by the Covenant Agreement.

Compliant Non-Compliant Partially Compliant

4. MONITORING, REPORTING, AND ACCESS

Party A shall continue to monitor compliance with the Covenant Agreement(s) and shall deliver additional reports and documentation to Party B upon reasonable request. Party A grants Party B or its authorized representatives the right to inspect records reasonably related to compliance and to request supporting documentation consistent with the Covenant Agreement(s).

5. REPRESENTATIONS AND WARRANTIES

Party A represents and warrants that (a) it has authority to submit this form and bind itself to the statements herein; (b) the information provided in this form and its exhibits is true, complete and accurate in all material respects as of the date of execution; and (c) it will promptly notify Party B in writing of any material change to the foregoing.

6. REMEDIES

The parties acknowledge that remedies for breach of covenants are governed by the Covenant Agreement(s). Unless otherwise provided in such agreements, a material non-compliance identified herein shall entitle the non-breaching party to pursue all remedies available at law or in equity, including injunctive relief, specific performance, acceleration, damages, and recovery of costs and attorneys' fees where permitted.

7. NOTICES

All notices required or permitted under this form shall be in writing and delivered in accordance with the notice provisions of the applicable Covenant Agreement, or if none, to the addresses provided above. Notices shall be effective upon receipt when delivered by hand, courier, or other method providing evidence of delivery.

8. AMENDMENT; WAIVER; COUNTERPARTS

This form may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this form shall operate as a waiver of that right. This form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This form shall be governed by and construed in accordance with the internal laws governing the Covenant Agreement(s) selected in Exhibit A or, if none selected, the laws of the jurisdiction of Party B's principal address. This form, together with the Covenant Agreement(s) and any exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this form is determined to be invalid or unenforceable, the remainder of this form shall remain in full force and effect and the invalid provision shall be reformed to the extent possible to effect the original intent of the parties.

10. ATTACHMENTS AND EXHIBITS

Attach as Exhibit A a listing of Covenant Agreement references, sections and any provisions forming the basis for this compliance report. Attach additional documentation as necessary to substantiate compliance statements or to support remedial plans.

CERTIFICATION

By signature below, the undersigned authorized representative of Party A certifies under penalty of perjury that the statements made in this Legal Covenant Compliance Form and attached exhibits are true, accurate and complete to the best of such representative's knowledge, after reasonable inquiry; and that the representative is authorized to execute this certification on behalf of Party A.

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