Legal Letter of Declaration

LEGAL LETTER OF DECLARATION

This Legal Letter of Declaration (the Declaration) is executed as of by and between Declarant Name: (Declarant) and Recipient Name: .

RECITALS

WHEREAS, Declarant possesses certain facts, observations and documentary information relevant to the subject described as ;

WHEREAS, Recipient has requested a formal written declaration setting forth the facts and representations of Declarant for the purpose of ; and

WHEREAS, Declarant is willing to provide this Declaration and to make the statements and certifications contained herein under penalty of perjury to the extent permitted by law.

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

1. DEFINITIONS

For purposes of this Declaration, the following terms shall have the meanings set forth below. "Declaration" means this Legal Letter of Declaration; "Declarant" means the party identified above as declarant; "Recipient" means the party identified above as recipient. Other capitalized terms used in this Declaration shall have the meanings assigned to them in the context in which they appear.

2. DECLARATION OF FACTS

Declarant hereby declares, affirms and certifies the following facts, to the best of Declarant's knowledge and belief, subject to the penalties for false statement under applicable law.

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that:

(a) Declarant has personal knowledge of, or has had access to, the information disclosed in this Declaration and the facts set forth are true and accurate in all material respects as of the date hereof;

(b) Declarant has no reasonable basis to believe that any material fact contained herein is false, misleading or omitted with intent to deceive;

(c) to Declarant's knowledge, there is no pending litigation, administrative action or governmental investigation that would render the statements herein materially inaccurate as of the date of execution, except as expressly disclosed below:

4. RELIANCE; LIMITATIONS ON USE

Recipient may rely on the representations and statements contained in this Declaration for the specific purpose set forth above. Recipient's reliance is limited to the uses expressly identified in this Declaration. Recipient shall not distribute, publish, or otherwise disclose this Declaration to third parties except as required by law or as expressly authorized in writing by Declarant.

5. ATTACHMENTS AND EXHIBITS

The following documents, records or exhibits are attached to and incorporated into this Declaration by reference where applicable:

6. NOTICES

All notices or communications required or permitted under this Declaration must be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

7. AMENDMENT; WAIVER; COUNTERPARTS

This Declaration may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8. GOVERNING LAW; VENUE

This Declaration shall be governed by and construed in accordance with the laws of the State of , excluding its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located within that State for any dispute arising out of or relating to this Declaration.

9. ENTIRE AGREEMENT; SEVERABILITY

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings. If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. CERTIFICATION

Declarant certifies, under penalty of perjury under the laws of the governing jurisdiction identified above, that the statements contained in this Declaration are true, correct and complete to the best of Declarant's knowledge and belief.

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