Legal Execution Set

LEGAL EXECUTION SET

This Legal Execution Set (the "Execution Set") is entered into as of Effective Date: by and between Client Name: , a(n) Entity Type: and Counterparty Name: , a(n) Entity Type: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties have negotiated and intend to enter one or more agreements, instruments or ancillary documents described or referenced on Execution Schedule A attached hereto (collectively, the "Underlying Agreement");

WHEREAS, the Parties desire to provide a uniform procedure for execution, delivery and exchange of fully executed counterparts and to confirm that signatures delivered by electronic means shall be enforceable and binding;

WHEREAS, the Parties intend that this Execution Set shall evidence agreement with respect to execution mechanics, delivery, and the validity of counterparts and electronic signatures;

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

1. DEFINITIONS

1.1 "Counterpart" means an executed copy of a document bearing original or electronic signatures. Counterparts together constitute a single instrument even if signatures are on separate copies.

1.2 "Electronic Transmission" means delivery of a document or signature by facsimile, portable document format (PDF) transmitted by email, or other electronic means authorized by the Parties.

2. EXECUTION AND COUNTERPARTS

2.1 Each Party may execute any counterpart of the Underlying Agreement and deliver that counterpart to the other Party. The delivery of executed counterparts by Electronic Transmission shall be effective as delivery of an original signature for all purposes.

2.2 An original executed counterpart shall be provided upon reasonable request; however, the absence of an original counterpart shall not affect the enforceability of the Underlying Agreement so long as counterparts have been executed by the Parties and transmitted in accordance with this Execution Set.

3. ELECTRONIC SIGNATURES

3.1 The Parties agree that signatures transmitted electronically or by facsimile are intended to authenticate the signature of a Party and to have the same force and effect as original signatures.

3.2 Each Party represents and warrants that any individual executing a counterpart on its behalf is duly authorized to do so, and that such execution will bind the Party to the terms of the Underlying Agreement.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that (a) it is duly organized and in good standing under the laws of its jurisdiction of formation; (b) it has full right, power and authority to execute and deliver this Execution Set and to perform its obligations hereunder; and (c) the execution and delivery of this Execution Set have been duly authorized by all necessary corporate or organizational action.

5. NOTICES

Notice Address for Client

Notice Contact for Client

Notice Address for Counterparty

Notice Contact for Counterparty

Notices shall be in writing and shall be deemed delivered when received by the party to whom directed in accordance with the notice provisions of the Underlying Agreement or, if none, when delivered by hand, by nationally recognized overnight courier, or by electronic transmission followed by confirmation of receipt.

6. GOVERNING LAW

This Execution Set shall be governed by and construed in accordance with the laws of the State or jurisdiction specified below without regard to principles of conflicts of law. Governing Jurisdiction:

7. ENTIRE AGREEMENT; SEVERABILITY

7.1 Entire Agreement. This Execution Set, together with the Underlying Agreement and any documents incorporated by reference, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior oral or written agreements between them relating to the execution and delivery of counterparts.

7.2 Severability. If any provision of this Execution Set is held invalid, illegal or unenforceable in any respect, such invalidity shall not affect any other provision, and the Parties shall endeavor to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

8. AMENDMENT; WAIVER

No amendment of this Execution Set shall be effective unless in a writing signed by both Parties. A waiver of any right under this Execution Set must be in writing and signed by the Party granting the waiver and shall not constitute a waiver of any other right or of the same right on another occasion.

9. COUNTERPARTS; ELECTRONIC COPIES

This Execution Set may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A PDF, facsimile, or other electronic copy of a signed counterpart shall be admissible in evidence to the same extent as an original and shall be deemed an original for all purposes.

10. MISCELLANEOUS

10.1 Costs. Except as otherwise provided in the Underlying Agreement, each Party shall bear its own costs and expenses in connection with the negotiation, preparation and execution of this Execution Set.

10.2 Interpretation. Headings are for convenience only and do not affect interpretation. The words "including" and "include" shall be deemed to be followed by "without limitation" unless the context otherwise requires.

EXECUTION SCHEDULE A — LIST OF DOCUMENTS

Describe documents to be executed under this Execution Set

ADDITIONAL PROVISIONS

If either Party requires a specific form of signature block or additional attestations, such form shall be attached to and incorporated into this Execution Set as an addendum and shall be executed in the same manner as provided herein.

Sign Now