Legal Good Standing Letter

LEGAL GOOD STANDING LETTER

This Legal Good Standing Letter is issued by Issuing Authority: with principal address: to Recipient Name: regarding the Subject Entity: , a(n) formed under the laws of on (Formation Date).

RECITALS

WHEREAS, the Issuing Authority maintains official records and filings relating to entities formed or registered in the formation jurisdiction identified above and is authorized to certify the status of such entities under applicable law;

WHEREAS, Recipient has requested a formal certification that the Subject Entity is in good standing in the formation jurisdiction as of the Effective Date described herein for the specific purpose of ;

WHEREAS, the Issuing Authority has searched its records and is prepared to issue a certification limited to the matters set forth below.

NOW, THEREFORE

For and in consideration of the recitals and the mutual covenants contained herein, the Issuing Authority hereby certifies as follows:

1. CERTIFICATION

1.1 Based solely on the records maintained by the Issuing Authority and in effect as of the Effective Date: , the Issuing Authority certifies that the Subject Entity: is duly formed or registered in and appears to be in good standing with respect to required formation filings, annual reports, and payment of such fees and taxes as are reflected on the Issuing Authority's records.

1.2 This certification does not extend to compliance with laws or requirements that are not evidenced by filings or notations in the Issuing Authority's official records, including, without limitation, federal tax status, regulatory approvals, licensing, or judicial determinations.

2. SCOPE, CERTAIN LIMITATIONS AND DISCLAIMERS

2.1 The Issuing Authority's certification is limited to matters of formation and standing as reflected in its public and administrative records. It does not constitute a legal opinion as to the corporate governance, validity of specific corporate actions, authority of particular officers or agents, solvency, or enforceability of contracts or obligations of the Subject Entity.

2.2 The Issuing Authority makes no representation with respect to the accuracy of information provided to it by third parties and relies only upon entries that appear in its official records as of the Effective Date.

3. RELIANCE AND PERMITTED USE

3.1 This certification may be relied upon by Recipient and its successors, assigns, and permitted transferees for the limited purpose set forth in the recitals. Any party relying on this certification accepts the limitations and disclaimers set forth herein and agrees that such reliance is at its own risk.

3.2 The Issuing Authority shall have no liability to any third party for losses, damages, or expenses arising from reliance on this certification beyond the remedies, if any, provided under applicable law.

4. RECORD IDENTIFIERS

The Subject Entity is recorded under Identification Number: in the records of . This letter is issued without enlargement of the Issuing Authority's statutory duties.

5. FEES, CHARGES AND ADDITIONAL ACTIONS

5.1 The issuance of this letter is conditioned on payment of applicable fees as required by the Issuing Authority. Any additional searches, certifications, or exemplifications requested beyond the scope of this letter may incur further charges and will be provided only upon separate written request.

6. NOTICES

7. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this letter must be in writing and signed by both Issuing Authority and Recipient. No failure or delay by either party in exercising any right will operate as a waiver. This letter may be executed in counterparts, each of which constitutes an original and all of which constitute one agreement.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This letter shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. This letter constitutes the entire agreement between the Issuing Authority and Recipient with respect to the subject matter hereof and supersedes any prior written or oral statements. If any provision of this letter is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

9. ADDITIONAL REMARKS

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