Legal Declaration of No Processes

LEGAL DECLARATION OF NO PROCESSES

This Legal Declaration of No Processes (the Declaration) is made effective as of by and between Declarant Name: whose principal address is (Declarant), and Recipient Name: whose principal address is (Recipient).

RECITALS

WHEREAS, Recipient has requested a written declaration from Declarant that, as of the effective date stated above, there are no Processes pending, existing, or threatened against Declarant that would affect Declarant's ability to perform its obligations or transfer title or interest in relation to the Transaction described below; and

WHEREAS, Declarant is willing to provide such a declaration to induce Recipient to proceed with the Transaction and to allocate risk and remedies in the event of later-discovered Processes.

WHEREAS, the parties intend that this Declaration provide a definitive statement of the facts described herein and the remedies available to Recipient in the event such facts prove to be untrue.

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

1. DEFINITIONS

For purposes of this Declaration, the following terms have the meanings set forth below:

"Process" or "Processes" means any claim, action, suit, arbitration, administrative proceeding, enforcement action, attachment, levy, lien, judgment, bankruptcy, insolvency proceeding, or governmental inquiry, whether civil, criminal, regulatory, or administrative, whether commenced or threatened, and whether at law or in equity.

2. DECLARATION

Declarant hereby declares and represents to Recipient that, except as expressly disclosed in the Additional Disclosures section below, as of the effective date:

(a) There are no Processes pending or instituted against Declarant; (b) Declarant has not received written notice of any threatened Process; (c) there are no liens, judgments, restraining orders, attachments, or other encumbrances affecting Declarant's assets or that would impair Declarant's ability to perform under the Transaction; and (d) Declarant has not filed a petition for bankruptcy, reorganization, or arrangement under any federal or state insolvency law and is not aware of any facts or circumstances that would reasonably be expected to give rise to such a filing.

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (a) Declarant is duly authorized to execute and deliver this Declaration and to make the statements contained herein; (b) the statements in this Declaration are true, complete and correct to Declarant's knowledge after reasonable inquiry; and (c) no material information has been omitted that would render the statements in this Declaration misleading.

4. COVENANTS

Declarant covenants that, if after the date of this Declaration Declarant becomes aware of any Process that would cause any representation herein to be untrue or incomplete, Declarant will notify Recipient in writing within calendar days of such awareness and will provide full particulars of the newly discovered Process.

5. INDEMNIFICATION

Declarant shall indemnify, defend, and hold harmless Recipient and its officers, directors, agents, and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or relating to any breach of the representations, warranties or covenants contained in this Declaration or any untrue statement or omission made by Declarant in connection with this Declaration.

6. REMEDIES

The remedies provided in this Declaration are cumulative and in addition to any other remedies available at law or in equity. Recipient may pursue specific performance, injunctive relief, damages, or any combination thereof for breach of this Declaration.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Declaration shall be in writing and delivered to the addresses set forth below. Notices shall be deemed given when delivered personally, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered mail.

8. AMENDMENT; WAIVER; COUNTERPARTS

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

9. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY; SURVIVAL

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Declaration is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Declaration shall not be affected and shall remain in full force and effect. The representations, warranties, indemnities and covenants of the parties shall survive the termination of this Declaration to the extent necessary to effectuate their intent.

11. CERTIFICATION

Declarant certifies under penalty of perjury under the laws of the governing jurisdiction specified herein that the statements contained in this Declaration are true and correct to the best of Declarant's knowledge as of the effective date.

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