Legal Section 13 Form

LEGAL SECTION 13 FORM

This Legal Section 13 Form (the "Form") is entered into as of by and between Party A: with principal place of business at , and Party B: with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS: The Parties entered into certain agreements and arrangements that contemplate specific obligations identified as "Section 13" obligations, duties and covenants relating to regulatory compliance, disclosure, and post-closing cooperation;

WHEREAS: The Parties intend by this Form to document, allocate and enforce the Parties' respective duties, notification procedures, remedies and limitations of liability that apply to the matters described in Section 13 of the Parties' underlying arrangements;

WHEREAS: The Parties desire to set forth the procedures for notice, dispute resolution, indemnification and timing of performance that will govern the Section 13 obligations;

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

1. DEFINITIONS

For purposes of this Form, the following terms have the meanings specified below. Capitalized terms used but not defined in this Form shall have the meanings assigned to them in the underlying agreement unless the context requires otherwise.

1.1 "Section 13 Obligation" means any obligation, covenant, representation, warranty, notice, or compliance requirement specifically designated as Section 13 in the Parties' underlying agreement and described in further detail in Section 3 of this Form.

2. SCOPE OF SECTION 13

The Parties acknowledge and agree that the scope of Section 13 obligations covered by this Form includes, without limitation, the obligations set forth below, and any ancillary duties reasonably necessary to effectuate those obligations.

Description of specific Section 13 obligations and performance requirements:

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (a) it has full corporate or individual power and authority to enter into and perform its obligations under this Form; (b) the execution, delivery and performance of this Form by such Party have been duly authorized by all necessary action; and (c) neither the execution nor the performance of this Form will violate any material agreement, law or court order applicable to such Party.

4. NOTICE AND COOPERATION PROCEDURES

4.1 Notice of Triggering Event. If a Party becomes aware of facts or circumstances that reasonably could give rise to a claim, liability or obligation under Section 13 (a "Triggering Event"), it shall provide written notice to the other Party as soon as practicable and in no event later than days after discovery of the Triggering Event.

4.2 Content of Notice. A notice of a Triggering Event shall include a reasonably detailed description of the facts and circumstances constituting the Triggering Event, the identity of affected persons, the anticipated scope of exposures and any interim remediation steps taken.

5. REMEDIES AND LIMITATIONS

5.1 Cure Period. Upon receipt of a notice of a Triggering Event, the Parties shall confer in good faith and, where feasible, pursue remediation within a commercially reasonable cure period not to exceed days, unless otherwise agreed in writing.

5.2 Monetary Limitations. Except for claims arising from willful misconduct or gross negligence, the Parties agree that any liability under this Form shall be limited to an aggregate amount not to exceed (the "Liability Cap").

6. INDEMNIFICATION

Each Party (the "Indemnitor") agrees to indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of any representation, warranty or covenant contained in this Form, subject to the Liability Cap and the other limitations set forth herein.

7. CONFIDENTIALITY

7.1 Confidential Information. All non-public information exchanged in connection with Section 13 obligations shall be deemed Confidential Information and shall be protected from unauthorized disclosure in accordance with the confidentiality provisions of the Parties' underlying agreement.

7.2 Exceptions. Confidentiality obligations shall not apply to information that is or becomes generally available to the public other than as a result of a breach of this Form, or that is required to be disclosed by applicable law or judicial order, provided that the disclosing Party gives prompt notice and cooperates in seeking protective relief.

8. TERM; SURVIVAL

8.1 Term. The obligations set forth in this Form shall commence on the Effective Date and shall continue for a period of years, unless earlier terminated by written agreement of the Parties or as otherwise provided herein.

8.2 Survival. All representations, warranties, indemnities and obligations intended by their nature to survive termination or expiration shall survive such termination or expiration to the extent set forth herein.

9. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the following addresses by certified mail, overnight courier, or hand delivery. Notices shall be effective upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. This Form may be amended only by a written instrument executed by authorized representatives of both Parties.

10.2 Waiver. No failure or delay by a Party in exercising any right under this Form shall operate as a waiver of that right, and no waiver shall be effective unless in writing and signed by the Party granting the waiver.

10.3 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. Signatures delivered by electronic means shall be binding and have the same effect as original signatures.

11. GOVERNING LAW; JURISDICTION

This Form shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Form.

12. ENTIRE AGREEMENT

This Form, together with the underlying agreement to which it relates, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties concerning the Section 13 obligations.

13. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the Parties' intentions to the maximum extent permitted by law.

ADDITIONAL PROVISIONS

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