Legal Release Cover Letter

LEGAL RELEASE COVER LETTER

Date:   This Legal Release Cover Letter is delivered by Releasor: of to Releasee: of regarding the Release Agreement dated and Reference No.: .

RECITALS

WHEREAS, Releasor claims to have certain rights, demands, or causes of action arising out of or related to the matters described as:

WHEREAS, Releasee denies liability but is willing to provide certain consideration in settlement of these matters as set forth in the Release Agreement and as described in Section 3 below; and

WHEREAS, the parties desire to document the enclosures, delivery instructions, and certain conditions precedent to effectiveness of the Release Agreement by means of this Cover Letter.

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Release Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. ENCLOSURES AND DELIVERY

The following documents accompany this Cover Letter and are enclosed for execution and return as indicated:

Returned executed originals should be delivered to the Notices address below or to such other address or person as may be designated in writing by the parties.

2. CONFIRMATION OF RELEASE

Upon timely execution and delivery of the Release Agreement by both parties and upon satisfaction of any conditions precedent specified herein, Releasor shall be deemed to have irrevocably and unconditionally released, acquitted and forever discharged Releasee, and Releasee's past and present affiliates, officers, directors, employees and agents, from any and all claims, demands, causes of action, liabilities, losses and expenses (including attorneys' fees) known or unknown, whether arising in law or equity, that Releasor had, has or may have against Releasee as of the Effective Date of the Release Agreement.

3. CONSIDERATION

The consideration to be provided by Releasee in full settlement of the claims described above is: . Payment shall be made by Releasee to Releasor in the manner and on the schedule described in the Release Agreement, subject to the conditions set forth in Section 4 below.

4. CONDITIONS PRECEDENT

The effectiveness of the Release Agreement and the obligations set forth herein are conditioned upon:

1. Receipt by Releasee of an original fully executed Release Agreement;
2. Payment and clearance of the consideration specified in Section 3;
3. No material change in the facts or law pertaining to the underlying claims prior to the Effective Date; and
4. Any other conditions expressly set forth in the Release Agreement or agreed in writing by the parties.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into the Release Agreement and this Cover Letter, that execution and delivery of the Release Agreement and this Cover Letter have been duly authorized by all necessary corporate or other action, and that the person signing has been duly authorized to sign on its behalf. Each party further warrants that there are no outstanding assignments or transfers of the claims released that would impair the effectiveness of the Release Agreement.

6. TAX AND REPORTING

Each party is solely responsible for any tax reporting or withholding obligations arising from the consideration described in Section 3. Nothing in this Cover Letter or in the Release Agreement constitutes tax advice, and neither party shall be liable for the other's tax obligations.

7. NOTICES

All notices required or permitted under this Cover Letter shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by written notice in accordance with this Section).

8. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Cover Letter shall be effective unless set forth in a written instrument signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

9. COUNTERPARTS; ELECTRONIC SIGNATURES

This Cover Letter may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including PDF or facsimile) shall be deemed to be original signatures for all purposes.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Cover Letter and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State specified below, without regard to choice-of-law principles: . If any provision of this Cover Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Cover Letter, together with the Release Agreement and related exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.

11. ADDITIONAL INSTRUCTIONS

Additional instructions for execution, handling of originals, or other special conditions:

By signing below, each party acknowledges receipt of the enclosed documents and confirms that it understands and agrees to the terms and conditions of this Cover Letter and the Release Agreement. This Cover Letter is intended to evidence the parties' mutual understanding of the procedures and conditions necessary to effect the releases set forth in the Release Agreement.

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