Legal Expert Confirmation

LEGAL EXPERT CONFIRMATION

Legal Expert Name: of Firm: (collectively, "Legal Expert"), and Recipient Name: (the "Recipient") enter into this Confirmation as of Effective Date: .

RECITALS

WHEREAS, Legal Expert represents that it is duly qualified and authorized to provide legal opinions in the jurisdiction(s) of , and has experience in matters substantially similar to the subject matter described below;

WHEREAS, Recipient has requested a written confirmation from Legal Expert concerning the legal issues described as: ; and

WHEREAS, Legal Expert is willing to provide such confirmation subject to the terms, qualifications, and limitations set forth in this Confirmation.

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

1. DEFINITIONS

1.1 "Confirmation" means this Legal Expert Confirmation and all attachments expressly incorporated herein. Terms defined in this Confirmation shall have the meanings given to them herein.

2. SCOPE OF CONFIRMATION

2.1 Legal Expert confirms, based on the documents, facts, and assumptions expressly stated in this Confirmation and any schedules attached, that the legal conclusions set forth in Section 4 are accurate and are provided solely with respect to the Matter described above. This Confirmation does not extend to matters not expressly identified in the Matter description.

2.2 The parties acknowledge that the confirmations provided are limited legal opinions and are not a guarantee of any particular outcome, and that Legal Expert's conclusions are informed by law as of Effective Date.

3. BASIS OF OPINION

3.1 Legal Expert's confirmation is expressly limited to the review of:

3.2 Legal Expert may rely on factual representations provided by Recipient, including but not limited to those set forth in written statements, certifications, and copies of records, and Legal Expert shall not be required to verify independently such facts except as expressly agreed in writing.

4. CONFIRMATIONS AND OPINIONS

4.1 Subject to the qualifications and limitations in Sections 5 and 6, Legal Expert confirms the following matters as of the Effective Date:

5. QUALIFICATIONS, EXCLUSIONS AND LIMITATIONS

5.1 The confirmations and opinions are subject to the following qualifications: Legal Expert does not warrant or guarantee the outcome of any litigation, administrative proceeding, or government action. Legal Expert's opinions do not address tax consequences unless expressly stated.

5.2 Legal Expert is not opining on factual determinations beyond those expressly set forth in the documents listed in Section 3.1. Any reliance on communications or documents provided after the Effective Date shall require a supplemental confirmation.

6. RELIANCE, DISTRIBUTION AND THIRD PARTIES

6.1 This Confirmation is provided exclusively for the benefit of Recipient and those third parties expressly identified in writing by Recipient and accepted in writing by Legal Expert. Unless so identified, third parties shall have no right to rely on the confirmations herein.

6.2 Recipient shall not distribute, publish, quote, or otherwise disclose this Confirmation to any third party without the prior written consent of Legal Expert, except as required by law or regulatory process, in which case Recipient shall provide prompt notice to Legal Expert.

7. CONFIDENTIALITY AND PRIVILEGE

7.1 Communications, drafts, and materials prepared in connection with Legal Expert's opinions are subject to attorney-client privilege and work product protection to the extent applicable. Recipient shall take commercially reasonable steps to preserve confidentiality and privilege.

8. REPRESENTATIONS AND WARRANTIES

8.1 Recipient represents and warrants that all factual information and documents provided to Legal Expert are true, complete, and accurate in all material respects and that no material information has been omitted.

9. INDEMNIFICATION

9.1 Recipient shall indemnify and hold harmless Legal Expert and its partners, associates, and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of Recipient's representations or from any improper reliance on this Confirmation by unauthorized third parties.

10. FEES AND EXPENSES

10.1 Recipient shall pay Legal Expert's fees and expenses in accordance with the separate engagement letter or fee agreement between the parties. Any invoices not disputed in writing within fifteen (15) days shall be deemed accepted.

11. NOTICES

All notices required or permitted under this Confirmation shall be in writing and delivered to the addresses below:

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Neither this Confirmation nor any provision hereof may be amended or waived except by a written instrument signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

12.2 This Confirmation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 This Confirmation shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

13.2 If any provision of this Confirmation is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

13.3 This Confirmation 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, relating to such subject matter.

14. MISCELLANEOUS

14.1 Recipient acknowledges that Legal Expert may, at its discretion, attach standard qualifications to its opinions and that such qualifications form part of this Confirmation unless expressly disclaimed in writing by Legal Expert.

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