Legal Ruling Confirmation

LEGAL RULING CONFIRMATION

This Legal Ruling Confirmation ("Confirmation") is entered into as of by and between Client Name: with principal address: (hereinafter "Client"), and Respondent Name: with principal address: (hereinafter "Respondent").

RECITALS

WHEREAS, on or about the adjudicative authority identified as issued a formal ruling bearing reference number ;

WHEREAS, the ruling adjudicated the matters described as:

WHEREAS, the parties desire to confirm the legal effect of that ruling, to set forth the obligations arising therefrom, and to provide a mutual acknowledgement for enforcement and administrative purposes.

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

1. CONFIRMATION OF RULING

1.1 The Client and Respondent each acknowledge and confirm that the ruling referenced above (the "Ruling") is a final determination with respect to the matters adjudicated therein, subject only to any statutory appeal rights expressly preserved in the Ruling. The parties agree that the Ruling shall be given full force and effect between them as provided by its terms and by applicable law.

1.2 The parties further confirm that the factual findings and legal conclusions stated in the Ruling are incorporated into this Confirmation for purposes of enforcement and administrative record; neither party shall contest the admissibility of the Ruling as evidence of the adjudicated matters in any proceeding between the parties, except upon a showing of fraud or manifest error.

2. EFFECTIVE DATE; PERFORMANCE

2.1 Unless otherwise specified in the Ruling, the obligations set forth by the Ruling shall be performed in accordance with the schedule established therein. To the extent a performance date is required for administrative purposes, the parties designate: Compliance Date: .

2.2 If the Ruling requires the payment of sums or the transfer of assets, such payments shall be made in the amounts and currencies specified by the Ruling. Estimated payment amount for administrative reference: .

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into and perform its obligations under this Confirmation; (b) the individual executing this Confirmation on its behalf is duly authorized to do so; and (c) neither this Confirmation nor the performance hereunder will violate any material contractual obligation or applicable law.

3.2 The parties further represent that, to the best of their knowledge after reasonable inquiry, there are no additional pending matters that would render performance under the Ruling impossible or commercially impracticable.

4. REMEDIES AND ENFORCEMENT

4.1 The parties agree that a breach of the obligations confirmed by this Confirmation will entitle the non-breaching party to seek all remedies available at law or in equity, including specific performance, injunctive relief, and recovery of damages, costs and reasonable attorneys' fees incurred in enforcing the Ruling or this Confirmation.

4.2 Prior to initiating formal enforcement, the parties shall provide written notice of default and a reasonable opportunity to cure, which shall be no less than days unless a shorter period is specified by the Ruling or applicable law.

5. CONFIDENTIALITY

5.1 The parties agree that all non-public information exchanged between them concerning the Ruling, its factual background, and negotiations relating thereto shall be kept confidential and shall not be disclosed to any third party except as required by law, regulation, or court order, or with the prior written consent of the other party.

5.2 The obligation of confidentiality shall survive termination or expiration of this Confirmation for a period of years, except with respect to information that becomes publicly available through no fault of the receiving party.

6. NOTICES

Notices to Client

Notices to Respondent

7. AMENDMENTS; WAIVER

7.1 No amendment, modification or waiver of any provision of this Confirmation shall be effective unless made in writing and signed by both parties. No failure or delay by either party in exercising any right under this Confirmation shall operate as a waiver of that right.

8. GOVERNING LAW

This Confirmation shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles that would apply the laws of another jurisdiction.

9. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

9.1 This Confirmation, together with the Ruling as referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

9.2 If any provision of this Confirmation is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.3 This Confirmation 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 deemed originals for all purposes.

10. EXECUTION

The individuals signing below certify that they are authorized to execute this Confirmation on behalf of the parties named and that by their signatures the parties agree to be bound by its terms.

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