Legal No Loss Statement

LEGAL NO LOSS STATEMENT

This Legal No Loss Statement (the Statement) is made as of by and between Declarant Name: , Entity Type: Individual Corporation LLC, with principal address ; and Recipient Name: , Entity Type: Individual Corporation LLC, with principal address .

RECITALS

WHEREAS, Declarant and Recipient are parties to certain transactions, agreements or communications described as: (the Transaction); and

WHEREAS, questions have arisen regarding whether Declarant has suffered, or may assert, any losses, liabilities, claims, costs or damages in respect of the Transaction (collectively, Claims or Losses); and

WHEREAS, the parties wish to set forth in writing the Declarant's present knowledge and certification regarding any such Claims or Losses and the consequences of the Declarant's representations herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Statement, the following terms shall have the meanings set forth below unless the context otherwise requires:

(a) "Claims" means any and all claims, demands, causes of action, suits, proceedings, liabilities, obligations, losses, costs and expenses (including reasonable attorneys' fees and costs) whether known or unknown, asserted or unasserted, contingent or fixed, related to the Transaction.

(b) "Declarant" means the party identified above as Declarant and, where applicable, its successors and permitted assigns.

2. STATEMENT OF NO LOSS

Declarant hereby represents, warrants and certifies to Recipient that, to Declarant's actual knowledge after reasonable inquiry as of the Effective Date, Declarant has not sustained, incurred or become subject to any Claims arising out of or relating to the Transaction, and Declarant does not intend to file any claim, suit or demand against Recipient in respect of any matter arising from the Transaction.

Declarant further certifies that there are no circumstances known to Declarant that would reasonably be expected to give rise to a Claim during the Relevant Period described as: .

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (a) Declarant has full power and authority to execute, deliver and perform this Statement; (b) this Statement has been duly authorized and constitutes a valid and binding obligation of Declarant enforceable in accordance with its terms; and (c) the facts and information provided by Declarant in connection with this Statement are true, complete and accurate in all material respects as of the Effective Date.

4. RELIANCE; RELEASE

Recipient is entitled to rely upon the representations and certifications contained in this Statement and may act in reliance thereon. To the extent any Claims are disclosed or arise contrary to Declarant's representations, Declarant hereby releases Recipient from liability for Claims that were known, disclosed, or are otherwise expressly covered by Declarant's acknowledgments in this Statement, subject to the indemnification provisions below.

5. INDEMNIFICATION

If any representation or warranty made by Declarant herein is untrue in any material respect, Declarant shall indemnify and hold harmless Recipient and its officers, directors, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred as a direct result of such breach, except to the extent such losses result from Recipient's gross negligence or willful misconduct.

6. CONFIDENTIALITY

The parties agree that the existence and terms of this Statement and any information exchanged in the preparation of this Statement are confidential and shall not be disclosed to any third party except (a) as required by law or regulation, (b) to a party's legal or financial advisors under a duty of confidentiality, or (c) with the prior written consent of the other party.

7. NOTICES

All notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after being mailed by certified mail, return receipt requested, to the address specified above or such other address as either party may designate by notice to the other in accordance with this section.

8. GOVERNING LAW; VENUE

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Statement.

9. ENTIRE AGREEMENT; SEVERABILITY

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

10. AMENDMENT; WAIVER; COUNTERPARTS

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

11. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably requested by the other party to carry out the purposes and intent of this Statement.

12. ADDITIONAL INFORMATION

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