Legal EBU Letter

LEGAL EBU LETTER

This Legal EBU Letter (the "Letter") is made as of by and between Undertaking Provider Name: (Undertaking Provider) and Beneficiary Name: .

RECITALS

WHEREAS, Undertaking Provider and Beneficiary are parties to an escrow arrangement (the "Escrow Arrangement") administered by Escrow Agent Name: , for the transaction described as dated .

WHEREAS, Beneficiary requires a written undertaking from Undertaking Provider confirming certain obligations, procedures for claim presentation, and indemnities in connection with the Escrow Arrangement; and

WHEREAS, Undertaking Provider is willing to provide such undertaking subject to the terms and conditions set forth in this Letter.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, the following terms shall have the meanings set forth below: (a) "Escrow Agreement" means the written agreement governing the Escrow Arrangement between the parties and Escrow Agent; (b) "Claim" means a written demand by Beneficiary to Escrow Agent asserting that funds or property held in escrow are due to Beneficiary in accordance with the Escrow Agreement and this Letter; (c) "Undertaking" means the obligations and commitments of Undertaking Provider set forth in Section 2 below.

2. UNDERTAKING

2.1 Undertaking Provider hereby expressly undertakes and agrees that, upon receipt by Undertaking Provider of a properly documented Claim from Beneficiary substantially in the form and substance required by the Escrow Agreement, Undertaking Provider shall, subject to the Conditions Precedent in Section 4, instruct Escrow Agent to release the specified escrowed amounts to Beneficiary within the time period required under the Escrow Agreement. Undertaking Provider's obligation to instruct release is limited to the amounts and conditions expressly stated in the Escrow Agreement and this Letter.

2.2 Undertaking Provider will cooperate in good faith with Beneficiary and Escrow Agent in verifying the supporting documentation accompanying a Claim and will not unreasonably delay communication or decision-making related to such Claim.

2.3 Undertaking Provider's obligations under this Letter shall be limited to acts within Undertaking Provider's control and shall not require Undertaking Provider to incur litigation, make payment beyond escrowed amounts, or waive any rights under the Escrow Agreement unless Undertaking Provider expressly agrees in writing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full corporate or other power and authority to execute, deliver and perform this Letter and to carry out the transactions contemplated herein.

3.2 Undertaking Provider represents that the person signing below on its behalf is authorized to bind Undertaking Provider to the terms of this Letter and that no further corporate, regulatory or third-party approvals are required to make this Letter binding, except as disclosed in writing to Beneficiary prior to the Effective Date.

4. CONDITIONS PRECEDENT

The obligations of Undertaking Provider under Section 2 are subject to the following conditions precedent, each of which must be satisfied in form and substance reasonably acceptable to Undertaking Provider:

(a) Beneficiary shall deliver to Undertaking Provider and Escrow Agent a written Claim accompanied by the documents specified in the Escrow Agreement, including but not limited to evidence of entitlement, sworn statements, and copies of any notices given to third parties.

(b) Undertaking Provider shall have received written confirmation from Escrow Agent of the available escrowed balance and that no contrary pending third-party claims or court orders prohibit release.

5. INDEMNIFICATION

To the fullest extent permitted by law, Undertaking Provider shall indemnify, defend and hold harmless Beneficiary from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Undertaking Provider's material breach of this Letter or willful misconduct in connection with the undertaking given herein, provided that Beneficiary gives Undertaking Provider prompt written notice of any claim for which indemnification is sought and cooperates in the defense thereof.

6. LIMITATION OF LIABILITY

Except for liability arising from Undertaking Provider's willful misconduct or fraudulent acts, Undertaking Provider's aggregate liability under this Letter shall be limited to the amounts actually disbursed from the escrow fund in connection with the Claim giving rise to the liability.

7. NOTICES

All notices required or permitted hereunder shall be in writing and delivered in accordance with the notice addresses set forth above, and shall be deemed given when received.

8. GOVERNING LAW; JURISDICTION

This Letter shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising out of or relating to this Letter.

9. ENTIRE AGREEMENT; AMENDMENTS; WAIVER; SEVERABILITY

This Letter 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. No amendment or modification of this Letter shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. COUNTERPARTS

This Letter may be executed in counterparts and by facsimile or electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. ADDITIONAL PROVISIONS

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