Legal Disclosure Affidavit

LEGAL DISCLOSURE AFFIDAVIT

Affiant Name: of Affiant Address: (hereinafter "Affiant"), and Recipient Name: of Recipient Address: (hereinafter "Recipient"), on this date: personally appeared and, having been duly sworn, states under oath the following:

RECITALS

WHEREAS, Recipient has requested from Affiant certain disclosures of material facts, liabilities, contracts, and other matters relevant to a proposed transaction, relationship, or proceeding between the parties; and

WHEREAS, Affiant is in possession of information and documents that may be material to Recipient's evaluation and has agreed to provide a sworn statement identifying such information and the existence of any material adverse items; and

WHEREAS, the parties intend that this affidavit constitute a formal and binding disclosure under penalty of perjury and that Recipient may rely on the truthfulness and completeness of the disclosures herein.

NOW THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, Affiant hereby makes the following sworn disclosures and representations:

1. DEFINITIONS

For purposes of this Affidavit, "Disclosure Items" means any facts, claims, liabilities, agreements, proceedings, judgments, liens, defaults, or material omissions that (i) are known to Affiant or (ii) would be revealed by documents in Affiant's possession that are reasonably available to Affiant. "Material" means reasonably likely to affect Recipient's decision-making with respect to the subject matter identified in the Recitals.

2. DISCLOSURE STATEMENT

Affiant affirms and discloses the presence or absence of the following categories. For each category where a disclosure is indicated, Affiant shall provide a concise description and identify any responsive documents attached or available.

3. REPRESENTATIONS AND WARRANTIES

Affiant represents and warrants to Recipient that: (a) the statements made in this Affidavit are true, correct, and complete to the best of Affiant's knowledge after reasonable inquiry; (b) Affiant has disclosed all Material Disclosure Items known to Affiant and identified responsive documents or provided an index to such documents; and (c) there are no material omissions or misstatements of fact that would render this Affidavit misleading.

4. CONTINUING DUTY TO DISCLOSE

Affiant acknowledges a continuing duty to promptly update and supplement this Affidavit with respect to any Disclosure Items that arise or become known after the date hereof and prior to the closing of the subject transaction or the termination of negotiations, as applicable. Such updates shall be made in writing and sworn to in the same form and with the same certifications as this Affidavit.

5. USE, RELIANCE, AND LIMITATION

Recipient may rely on the disclosures made herein for the limited purpose of evaluating the subject matter described in the Recitals. Affiant acknowledges that Recipient may disclose the information contained herein to its representatives, counsel, auditors, insurers, and lenders on a confidential basis. Nothing in this Affidavit constitutes an admission for any other purpose or an admission of liability outside the limited reliance set forth herein.

6. INDEMNITY AND REMEDIES

Affiant shall indemnify, defend and hold harmless Recipient from and against any losses, damages, liabilities, costs or expenses (including reasonable attorneys' fees) incurred by Recipient as a direct result of any material misrepresentation, omission, or breach of the representations and warranties contained in this Affidavit. Remedies provided herein are cumulative and in addition to any rights available at law or equity.

7. CONFIDENTIALITY

Unless otherwise agreed in writing, Recipient shall treat the content of this Affidavit and any attachments as confidential and shall not disclose such information except to those permitted persons identified in Section 5 or as compelled by law or court order, in which case Recipient shall provide prompt written notice to Affiant where practicable.

8. NOTICES

All notices required or permitted under this Affidavit shall be in writing and shall be deemed delivered when hand-delivered, or upon receipt if sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth in the opening paragraph or to such other address as either party shall designate in writing.

9. AMENDMENTS; WAIVER

This Affidavit may be amended or modified only by a written instrument signed by both Affiant and Recipient. No waiver of any provision hereof shall be effective unless in writing and signed by the party against whom enforcement is sought.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Affidavit shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties in writing. If any provision of this Affidavit is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. This Affidavit constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written statements and agreements.

11. CERTIFICATION UNDER OATH

Affiant certifies under penalty of perjury under the laws of the applicable jurisdiction that the statements made in this Affidavit are true and correct to the best of Affiant's knowledge, information and belief, and that Affiant has the authority to make this Affidavit on behalf of Affiant or the entity Affiant represents.

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