Legal Revised Approval Document

Legal Revised Approval Document

This Legal Revised Approval Document (the Document) is made this day of , by and between Approving Party: , with principal place of business at , and Requesting Party: , with principal place of business at .

RECITALS

WHEREAS, the parties entered into an agreement titled on of , (the Original Agreement);

WHEREAS, Requesting Party has proposed certain revisions described in Schedule A and as summarized below; and

WHEREAS, Approving Party wishes to document its approval, subject to the terms and conditions set forth herein.

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

1. DEFINITIONS

1.1 Definitions. For purposes of this Document, the following terms shall have the meanings set forth below: "Revisions" means the modifications, deletions and additions to the Original Agreement specifically described in Schedule A and in the Description of Revisions field below. "Effective Date" means the date on which the Conditions to Effectiveness set forth in Section 4 have been satisfied, as evidenced by the signatures below.

2. APPROVAL

2.1 Approval. Subject to the terms and conditions of this Document, Approving Party hereby approves the Revisions described in Schedule A. This approval is granted on the following basis:

Full and unconditional approval    Conditional approval (conditions described below)

3. SCOPE OF REVISED DOCUMENTATION

3.1 Incorporation. The Revisions set forth in Schedule A are incorporated into the Original Agreement to the extent specified herein and shall govern the relationship of the parties with respect to the subject matter of those Revisions.

4. CONDITIONS TO EFFECTIVENESS

4.1 Conditions Precedent. The obligations of the parties under this Document shall become effective only upon satisfaction of the following conditions precedent:

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform its obligations under this Document; and (c) the execution and delivery of this Document and the performance of its obligations will not violate any contract, law, judgment or order to which it is subject.

5.2 Additional Representations. Approving Party represents that, to its knowledge, no approval required from a third party or governmental authority has been withheld, except as disclosed in the Conditions to approval field above.

6. RELEASE; RESERVATION OF RIGHTS

6.1 Release. To the extent set forth in this Document, and subject to any conditions described herein, Approving Party releases Requesting Party from claims arising solely from the terms of the Revisions as expressly approved by Approving Party, provided that such release does not affect claims arising from fraud, willful misconduct or gross negligence.

6.2 Reservation of Rights. Except as expressly released in Section 6.1, all rights, claims and defenses of either party under the Original Agreement or applicable law are hereby reserved.

7. INDEMNIFICATION

7.1 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of its representations, warranties or covenants under this Document.

8. CONFIDENTIALITY

8.1 Confidential Treatment. The parties agree to maintain the confidentiality of the Revisions and any non-public information exchanged in connection with this Document, and shall not disclose such information except (a) as required by law, (b) to their legal or financial advisors on a confidential basis, or (c) with the prior written consent of the other party.

9. GOVERNING LAW; VENUE

9.1 Governing Law. This Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

9.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county of the governing law state selected above for any action arising under or in connection with this Document.

10. NOTICES

10.1 Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may specify by notice in accordance with this Section).

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Document may not be amended except by a written instrument signed by duly authorized representatives of both parties.

11.2 Waiver. No waiver of any provision of this Document shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. The failure of a party to enforce any right shall not constitute a waiver of that right.

11.3 Counterparts. This Document 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. Signatures delivered by electronic means shall be binding.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Document, together with the Original Agreement as modified by Schedule A and any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written.

12.2 Severability. If any provision of this Document is held to be invalid, illegal or unenforceable, such provision shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

SIGNATURES

The parties hereby execute this Legal Revised Approval Document as of the dates set forth below.

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