Legal Manifestation Letter

LEGAL MANIFESTATION LETTER

This Legal Manifestation Letter (the "Letter") is executed as of the day of , , by and between Client Name: (Client), and Recipient Name: (Recipient).

Client Entity Type: Individual Corporation Limited Liability Company Partnership

Recipient Entity Type: Individual Corporation Limited Liability Company Partnership

RECITALS

WHEREAS, Client possesses certain facts, records, instruments, and other information described below and wishes to formally state and confirm those facts for the limited purposes described herein;

WHEREAS, Recipient has requested a written manifestation of specific facts and representations in order to permit Recipient to proceed with evaluation, reliance, or filing in connection with a transaction or legal matter identified below;

WHEREAS, Client is willing to provide such manifestation subject to the terms, limitations, and certifications set forth in this Letter.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained herein, and intending to be legally bound, the parties agree as follows:

1. MANIFESTATION; STATEMENTS OF FACT

1.1 Client hereby manifests and certifies that the following statements are true, correct, and complete to the best of Client's knowledge as of the Effective Date: (a) the identity of Client as set forth above is accurate and Client has full power and authority to make the statements contained in this Letter; (b) the factual matters described in the Description of Manifestation are accurate and are not materially misleading; and (c) there are no written instruments, orders, judgments, or recorded encumbrances that contravene the facts expressly stated below unless disclosed in writing to Recipient.

2. REPRESENTATIONS AND WARRANTIES

2.1 Client represents and warrants that it has cause to believe, after reasonable inquiry, that the facts in the Description of Manifestation are accurate and that Client is not aware of any material fact omitted that would render the manifestation misleading. Client further represents that no pending litigation, administrative proceeding, or governmental inquiry exists that would, if adjudicated adversely, materially alter the facts manifested herein unless expressly identified in the Description of Manifestation.

2.2 The statements provided in this Letter are limited to facts and do not constitute legal opinions unless expressly stated. Any legal conclusion expressed is provided for convenience only and Recipient should consult independent counsel for legal advice.

3. RELIANCE; LIMITED PURPOSE

3.1 Recipient may rely on the representations and statements set forth in this Letter solely for the specific transaction or legal purpose described: .

3.2 Such reliance is conditioned upon Recipient's use of the manifestation only for the stated purpose and not for any unrelated investigation or public filing, except as required by law or as otherwise agreed in writing by Client.

4. CONFIDENTIALITY

4.1 Unless otherwise agreed in writing, Recipient shall treat the contents of this Letter and any non-public information referenced herein as confidential and shall not disclose such information to third parties except (a) to Recipient's employees, counsel, accountants, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; (b) as required by applicable law, regulation, or court order; or (c) with the prior written consent of Client.

5. INDEMNIFICATION

5.1 Client agrees to indemnify, defend and hold harmless Recipient from and against any and all losses, liabilities, claims, demands, costs, and expenses (including reasonable attorneys' fees) arising from any material breach of the representations, warranties or certifications contained in this Letter or from any material misstatement or omission in the Description of Manifestation, except to the extent such loss results from Recipient's gross negligence or willful misconduct.

6. REMEDIES; NO ADMISSION

6.1 The rights and remedies provided in this Letter are cumulative and in addition to any other rights available at law or in equity, including the right to seek injunctive relief. The provision of this Letter shall not be construed as an admission of liability or fault by Client for any purpose.

7. NOTICES

7.1 All notices, demands or communications required or permitted under this Letter shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party may specify by written notice).

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. No failure or delay by a party in exercising any right hereunder shall operate as a waiver of such right.

8.2 This Letter may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed originals for all purposes.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 This Letter shall be governed by and construed in accordance with the laws of the jurisdiction governing the transaction as selected by the parties: , without regard to conflict of laws principles.

9.2 This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

9.3 If any provision of this Letter is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

MISCELLANEOUS

10.1 Each party represents and warrants that the individual signing below on its behalf is duly authorized to execute and deliver this Letter and to bind that party to the terms contained herein.

10.2 Client acknowledges that the statements made in this Letter are made under penalty of perjury to the extent applicable, and that intentional material misrepresentation may subject Client to civil or criminal liability under applicable law.

IN WITNESS WHEREOF, the parties have executed this Legal Manifestation Letter by their duly authorized representatives as of the date first written above.

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