Legal No Objection Form

LEGAL NO OBJECTION FORM

This Legal No Objection Form is executed on this day of , by and between Grantor: , having its principal address at ; and Recipient: , having its principal address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Grantor holds certain rights, interests or authority related to the subject matter described as (the "Subject Matter");

WHEREAS, Recipient has requested that Grantor declare its lack of objection to Recipient's proposed action described as:

WHEREAS, Grantor is willing to issue a formal statement of no objection subject to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Form and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "No Objection" means Grantor's written statement in this Form that, subject to the conditions herein, Grantor does not object to Recipient undertaking the Proposed Action with respect to the Subject Matter.

1.2 "Effective Date" means the date first written above.

2. GRANT OF NO OBJECTION

2.1 Subject to the terms and conditions set forth in this Form, Grantor hereby declares that it has no objection to Recipient's undertaking of the Proposed Action as described in this Form. This No Objection is limited to the specific Proposed Action described and does not constitute a waiver of any other rights, claims or obligations of Grantor.

2.2 Scope of No Objection:

3. CONDITIONS

3.1 The No Objection is expressly conditioned upon Recipient's full compliance with all applicable laws, rules and regulations, and upon Recipient's satisfaction of the following conditions precedent:

- Permits and approvals: Recipient shall obtain and maintain all permits, consents and approvals required for the Proposed Action.

- Insurance and indemnity: Recipient shall maintain insurance and provide indemnities as set forth in Section 5.

3.2 Additional conditions specific to this No Objection:

4. REPRESENTATIONS AND WARRANTIES

4.1 Grantor represents and warrants that, to the best of its knowledge, it has the authority to provide the No Objection with respect to the Subject Matter as of the Effective Date and that its execution of this Form does not violate any agreement or obligation binding on Grantor.

4.2 Recipient represents and warrants that it has the full right and authority to undertake the Proposed Action, and that it will perform the Proposed Action in accordance with applicable law and the terms of this Form.

5. INDEMNIFICATION

5.1 To the fullest extent permitted by law, Recipient shall indemnify, defend and hold harmless Grantor and its officers, directors, employees and agents from and against any and all claims, actions, liabilities, damages, losses and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with the Proposed Action or Recipient's breach of this Form.

5.2 Grantor shall give written notice to Recipient promptly upon becoming aware of any claim for which indemnification may be sought. Recipient shall have the right to control the defense and settlement of any such claim, provided that no settlement that admits liability of Grantor or imposes obligations on Grantor shall be made without Grantor's prior written consent.

6. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF THE INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS FORM OR THE PROPOSED ACTION.

7. EFFECTIVE DATE; TERM; REVOCATION

7.1 This No Objection shall become effective on the Effective Date.

7.2 Unless otherwise specified below, this No Objection shall remain in effect until

8. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, and shall be deemed given upon receipt.

9. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

10.1 Entire Agreement: This Form represents the entire agreement between the Parties with respect to the No Objection and supersedes all prior negotiations, understandings and agreements.

10.2 Severability: If any provision of this Form is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

10.3 Amendment and Waiver: No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both Parties.

10.4 Counterparts: This Form 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. Facsimile or electronic signatures shall be binding.

11. MISCELLANEOUS

11.1 Assignment: Neither Party may assign its rights or obligations under this Form without the prior written consent of the other Party, except to an affiliate or successor by merger or sale of substantially all assets.

11.2 Reliance: Third parties may rely upon the No Objection to the extent explicitly stated herein, and any reliance by third parties shall be subject to Recipient's compliance with all conditions set forth in this Form.

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