Legal Declaration Page

LEGAL DECLARATION PAGE

This Legal Declaration Page (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, Declarant is in possession of certain facts, documents and information relating to that are material to the matters described herein;

WHEREAS, Recipient has requested a formal written declaration of those facts and circumstances and Declarant is willing to provide a sworn or certified declaration to induce Recipient to take actions or rely upon such statements;

WHEREAS, the parties desire to set forth the declarations, representations and agreement regarding the form, scope and effect of Declarant's statement in this Declaration.

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

1. DECLARATION OF FACTS

Declarant hereby declares, represents and warrants that the following facts, statements and descriptions are true, correct and complete to the best of Declarant's knowledge and belief as of the date of this Declaration:

Declarant affirms the accuracy of the following specific attestations (check if true):

No outstanding liens, encumbrances or legal claims exist against the subject matter described above.

Declarant has the full legal authority and capacity to make this Declaration and to bind the person or entity for which Declarant signs.

To Declarant's knowledge, no agreement, order or legal restriction precludes Declarant from making the statements contained herein.

2. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that: (a) the facts set forth in this Declaration are true and correct in all material respects; (b) Declarant will promptly notify Recipient in writing of any material change in such facts; and (c) any documents delivered in support of this Declaration are genuine and accurate copies of the originals.

3. CERTIFICATION UNDER PENALTY

Declarant certifies under penalty of perjury that the statements made in this Declaration are true and correct. Declarant understands that knowingly making a false statement in a written declaration may subject Declarant to civil liabilities and criminal penalties under applicable law.

4. INDEMNIFICATION

Declarant agrees to defend, indemnify and hold harmless Recipient and its officers, directors, agents and employees from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any material breach of the representations and warranties contained in this Declaration or from any false statement knowingly made by Declarant.

5. NOTICES

Any notice required or permitted under this Declaration shall be in writing and delivered to the addresses set forth below or to such other address as the party may designate by written notice to the other party in accordance with this section.

6. GOVERNING LAW

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

7. ENTIRE AGREEMENT

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

8. SEVERABILITY

If any provision of this Declaration is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent as closely as possible.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Declaration shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Facsimile, PDF or other electronic signatures shall be deemed effective for all purposes.

11. EXECUTION

The undersigned declare under penalty of perjury that they are authorized to execute this Declaration on behalf of the respective parties and that the statements made herein are true and correct.

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