Legal Execution Declaration

LEGAL EXECUTION DECLARATION

This Legal Execution Declaration (the "Declaration") is made as of by and between Declarant Name: acting in the capacity of , and Recipient Name: .

RECITALS

WHEREAS, Declarant has executed, delivered or caused to be executed and delivered an instrument, agreement or other document described as: (the "Instrument") on or about ; and

WHEREAS, Recipient requires a written declaration from Declarant certifying the authority, authenticity and method of execution of the Instrument to induce Recipient to rely upon the Instrument for the purposes described herein.

WHEREAS, Declarant is willing to make the representations, warranties and covenants set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Declarant hereby declares as follows:

1. DECLARATION

Declarant certifies that the signature appearing on the Instrument is the genuine signature of the person or persons identified therein and that at the time of execution the signer(s) were authorized to execute the Instrument in the capacity stated. Declarant further certifies that the Instrument was executed voluntarily, was not procured by duress, fraud or undue influence, and reflects the true intent of the executing party or parties.

2. EXECUTION METHOD

The Instrument was executed by the signer(s) using the following method (check applicable):

Wet ink (original handwritten signature)
Electronic signature or other digital method
Other (describe below)

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that: (a) Declarant has full power and authority to execute this Declaration and, if acting on behalf of an entity, has authority to bind such entity; (b) the execution, delivery and performance of the Instrument and this Declaration do not violate any agreement, law or court order applicable to Declarant or the entity for which Declarant acts; and (c) there are no pending actions or proceedings to restrain, invalidate or challenge the execution or enforceability of the Instrument.

4. RELIANCE; INDEMNITY

Recipient may rely on the representations, warranties and certifications set forth in this Declaration. Declarant agrees to indemnify and hold Recipient harmless from and against any loss, liability, cost or expense (including reasonable attorneys' fees) incurred by Recipient arising out of any material breach of the representations and warranties contained herein.

5. DELIVERY AND RECORDS

Declarant shall, upon reasonable request, deliver to Recipient such additional documents or evidence as Recipient may reasonably request to confirm the matters set forth in this Declaration. Declarant agrees to retain original execution evidence, including originals or certified copies of executed Instruments, for a period of not less than five years following the date of this Declaration.

6. NOTICES

Any notice or other communication required or permitted to be given under this Declaration shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be deemed given when personally delivered, when delivered by reputable overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

7. GOVERNING LAW; VENUE

This Declaration shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Declaration.

8. ENTIRE AGREEMENT; SEVERABILITY

This Declaration constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Declaration is held to be invalid or unenforceable, that provision shall be enforced to the fullest extent permitted by law and the remaining provisions shall remain in full force and effect.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Declaration may be amended or modified only by a written instrument signed by both parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach. This Declaration may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. ADDITIONAL CERTIFICATION

Declarant certifies under penalty of perjury under the laws of the State of that the foregoing statements are true and correct to the best of Declarant's knowledge and belief.

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