Legal Signatory Declaration

Legal Signatory Declaration

This Legal Signatory Declaration (the "Declaration") is made and entered into as of by and between Declarant Name: whose address is (hereinafter "Declarant"), and Recipient Name: whose address is (hereinafter "Recipient").

RECITALS

WHEREAS, Recipient requires a written declaration from Declarant confirming authority, capacity and representations of the individual executing documents on behalf of Declarant; and

WHEREAS, Declarant desires to provide such declaration to induce Recipient to rely upon the authority and representations set forth herein.

WHEREAS, the parties intend that this Declaration will be effective as of the effective date set forth above and will be relied upon by Recipient for the purposes stated herein.

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

1. DEFINITIONS

In this Declaration, unless the context otherwise requires, capitalized terms have the meanings given to them in the body of this document. "Authority" means all rights, powers and authorizations held by the signatory to execute binding instruments on behalf of Declarant.

2. DECLARATION OF AUTHORITY

Declarant hereby certifies, represents and warrants that the person executing any documents on behalf of Declarant is duly authorized to act in the capacity set forth below and to bind Declarant to the obligations set forth in such documents. Declarant further certifies that such authority is in full force and effect and has not been revoked, amended or limited in any manner that would affect the validity of the signature.

Individual signatory Officer of an entity Authorized agent Attorney-in-fact

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that: (a) Declarant is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, delivery and performance of this Declaration have been duly authorized by all necessary corporate, partnership or other organizational action of Declarant; and (c) the person executing documents on behalf of Declarant is authorized to bind Declarant and that such execution will create legally binding obligations enforceable against Declarant.

4. COVENANTS

Declarant covenants that it will promptly notify Recipient in writing if any representation set forth in this Declaration becomes untrue, or if the authority of the signatory is revoked, limited or otherwise altered. Notification shall be delivered in accordance with the Notices provision below.

5. RELIANCE; INDEMNIFICATION

Recipient is entitled to rely upon the representations and warranties contained herein. Declarant agrees to indemnify, defend and hold harmless Recipient from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants in this Declaration or from any lack of authority of the signatory.

6. REMEDIES

The remedies provided in this Declaration are cumulative and in addition to any other remedies available at law or in equity. The parties acknowledge that monetary damages may be inadequate and that Recipient may seek injunctive or other equitable relief where appropriate.

7. NOTICES

All notices, requests, demands or other communications required or permitted under this Declaration shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by notice to the other party in accordance with this section.

8. AMENDMENTS AND WAIVER

No amendment or waiver of any provision of this Declaration shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

9. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties hereby submit to the exclusive jurisdiction of the courts of such jurisdiction for any action arising out of or relating to this Declaration.

10. ENTIRE AGREEMENT

This Declaration 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, relating to such subject matter.

11. SEVERABILITY

If any provision of this Declaration 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.

12. COUNTERPARTS

This Declaration may be executed in one or more 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 effective and binding.

CERTIFICATION

The undersigned hereby certifies under penalty of law that the foregoing statements are true and correct and that the signatory has the authority to execute documents on behalf of Declarant. Declarant acknowledges that Recipient may rely upon this Declaration and that any false statement may subject the declarant and signatory to legal liability.

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