Legal Directors Declaration

LEGAL DIRECTORS DECLARATION

This Legal Directors Declaration is made on the date: Day Month Year by the undersigned directors of Company Name: (Company Registration Number: ), whose registered office is at , and delivered to Recipient Name: .

RECITALS

WHEREAS the Company requires a formal written declaration from its duly appointed directors in respect of the matters set out in this Declaration in order to establish the directors' express findings, representations and authorisations in relation to the Company's affairs;

WHEREAS the directors have reviewed the Company's books and records, board minutes and relevant financial information as at the date of this Declaration and have considered the Company’s obligations to creditors, counterparties and other stakeholders; and

WHEREAS the directors wish to reduce the risk of uncertainty and to enable reliance by the Recipient and other persons entitled to rely on the statements herein.

NOW, THEREFORE

In consideration of the matters described in the Recitals and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the directors declare, represent and warrant as follows:

1. DEFINITIONS

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

"Company" means the entity identified as Company Name in the opening paragraph. "Directors" means the undersigned directors of the Company. "Financial Statements" means the audited or management accounts, balance sheet, profit and loss statement and related notes reviewed by the Board as of the date indicated in this Declaration. "Declared Matters" means the matters set out in Section 2 below.

2. DIRECTORS' DECLARATION

Each director signing below affirms, having made reasonable inquiry and to the best of his or her knowledge as at the date of this Declaration, the following:

1. The Financial Statements fairly present, in all material respects, the financial position of the Company as at the date specified and were prepared in accordance with the accounting framework applicable to the Company.
2. The Company is solvent and, after giving effect to all known contingent liabilities and current obligations, is able to pay its debts as they fall due in the normal course of business. Confirm: Yes
3. There are no undisclosed liabilities, claims or obligations of the Company that would, in aggregate, be material to the Company's financial condition or ability to carry on business. Confirm: Yes
4. No litigation, arbitration or administrative proceeding is pending or, to the knowledge of the directors, threatened that is likely to have a material adverse effect on the Company, other than matters disclosed to the Recipient in writing. Confirm: Yes
5. All necessary corporate acts, authorisations and resolutions of the Board required to make this Declaration and to permit reliance on it by the Recipient have been duly taken and remain in full force and effect. Confirm: Yes

The Directors further declare that the matters checked above are true and accurate as of the date set forth in this Declaration and that no information known to the Directors that would reasonably be expected to change the substance of these matters has been withheld from the Recipient.

3. REPRESENTATIONS AND WARRANTIES

Each director making this Declaration represents and warrants that: (a) he or she is duly appointed and authorised to act on behalf of the Company for the purposes of this Declaration; (b) all information provided to the directors and reviewed in connection with this Declaration was provided in good faith and with reasonable care; and (c) the statements contained in this Declaration are true, complete and not misleading in any material respect.

4. RELIANCE; INDEMNITY

The Recipient and any person authorised by the Recipient may rely upon the representations and declarations contained in this Declaration. The Company and the Directors agree to indemnify and hold harmless the Recipient from and against any loss, liability, cost or expense (including reasonable legal fees) arising from a breach of any representation, warranty or declaration contained in this Declaration, except to the extent caused by the Recipient's gross negligence or willful misconduct.

5. NOTICES

6. AMENDMENT; WAIVER; COUNTERPARTS

This Declaration may be amended or waived only by an instrument in writing executed by the parties hereto. No failure or delay by any party in exercising any right under this Declaration operates as a waiver of that right. This Declaration may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Declaration is governed by and construed in accordance with the laws selected by the parties in writing. This Declaration, together with any documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

8. DIRECTORS' FURTHER ASSERTIONS

The undersigned directors acknowledge that they have read and understood this Declaration, that they have had the opportunity to obtain independent advice prior to signing, and that they accept personal responsibility for the truthfulness of the statements contained herein to the extent of their knowledge.

Certification: The directors below certify under penalty of perjury and other applicable remedies that the facts, representations and confirmations set forth in this Declaration are true, accurate and complete to the best of their knowledge as of the date of signature.

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