Legal No Loss Affidavit

LEGAL NO LOSS AFFIDAVIT

This Legal No Loss Affidavit (the "Affidavit") is made as of Effective Date: by Affiant Name: whose address is Affiant Address: and in favor of Recipient Name: with Recipient Address: .

RECITALS

WHEREAS, Affiant is a party to certain transaction(s) or possesses certain property described below for which no loss, damage, theft, or diminution in value has occurred to Affiant's knowledge as of the Effective Date; and

WHEREAS, Recipient requires a written sworn statement from Affiant confirming the absence of loss or damage for purposes of preservation of rights, clearance of claims, release or other disposition; and

WHEREAS, Affiant is willing to provide such sworn statement and to make the representations and covenants set forth herein.

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

1. DEFINITIONS

For purposes of this Affidavit the following terms have the meanings set forth below: "Affiant" means the person or entity identified above as Affiant; "Recipient" means the person or entity identified above as Recipient; "Subject Property" means the property, goods, or rights described in Section 2; "Loss" means any damage, theft, disappearance, diminution in value, or other event resulting in a claim for compensation or indemnity.

2. DESCRIPTION OF SUBJECT PROPERTY AND MATTERS

Incident/Reference Date (if applicable):    Estimated exposure or claimed amount (if applicable):

3. AFFIRMATION OF NO LOSS

Affiant hereby affirms, represents and warrants under penalty of perjury that, to Affiant's actual knowledge after due and diligent inquiry, there has been no Loss with respect to the Subject Property or matter described above as of the Effective Date, except as specifically disclosed herein. Affiant further affirms that no claim, demand, lien, encumbrance, or action in respect of Loss has been asserted against Affiant, and no facts exist that would reasonably be expected to give rise to such a claim.

4. DISCLOSURES

Any disclosure by Affiant of matters relevant to the Subject Property must be provided below. If no disclosure is required, enter "None". Failure to disclose a known Loss may subject Affiant to liability under Section 6.

5. REPRESENTATIONS AND WARRANTIES

Affiant represents and warrants that (a) Affiant has the full corporate or individual power, authority and legal right to make the statements herein; (b) all statements contained in this Affidavit are true, correct and complete in all material respects; and (c) Affiant will promptly notify Recipient in writing if Affiant becomes aware of any Loss or any circumstance that could give rise to a Loss following the Effective Date.

6. INDEMNIFICATION AND REMEDIES

Affiant agrees to indemnify, defend and hold harmless Recipient and its affiliates, officers, directors and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by reason of any material misrepresentation, omission or breach of the representations contained in this Affidavit. Such indemnity shall include, without limitation, amounts paid in settlement of claims and costs incurred in enforcing this Affidavit.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Affidavit shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by written notice in accordance with this section.

8. GOVERNING LAW

This Affidavit shall be governed by and construed in accordance with the laws of the State specified below, without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county specified below for any action arising out of or relating to this Affidavit.

9. ENTIRE AGREEMENT; SEVERABILITY

This Affidavit constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Affidavit is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Affidavit shall be effective unless in writing and signed by both parties. Waiver of any breach shall not be construed as a waiver of any subsequent breach. This Affidavit 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.

11. ACKNOWLEDGMENT

Affiant acknowledges that this Affidavit is made under oath and that false statements made herein are subject to penalties for perjury under applicable law. Affiant confirms that it has read this Affidavit, understands its contents, and has authority to execute it.

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