Legal Solvency Declaration Form

LEGAL SOLVENCY DECLARATION FORM

This Legal Solvency Declaration Form is executed as of by Declarant Name: , Entity Type: Corporation Limited Liability Company Partnership Individual Other , Principal Place of Business: ; and Recipient/Affected Party: , Address: .

Recitals

WHEREAS, the Declarant proposes to undertake or has undertaken certain corporate actions and requires a contemporaneous written declaration of solvency to confirm that those actions will not render the Declarant insolvent;

WHEREAS, the Declarant has prepared or will provide to the Recipient financial information and statements as of the date specified below, and the Recipient requires an express representation and warranty as to solvency in order to rely on such corporate action;

WHEREAS, the parties desire to set forth their respective understandings, representations and obligations regarding the Declarant's solvency as a condition precedent to the consummation of the transaction described herein.

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

1. Definitions

For purposes of this Declaration, the following terms shall have the meanings set forth below: "Solvent" means, with respect to Declarant at the time of this Declaration, (a) the fair value of the assets of Declarant exceeds the fair value of its liabilities, (b) Declarant is able to pay its debts as they become due in the ordinary course of business, and (c) no present intent to incur debts outside the ordinary course of business that would render Declarant unable to meet its obligations as they mature.

2. Representations and Warranties of Declarant

The Declarant hereby represents and warrants to the Recipient that, after giving effect to the transaction(s) described in this Declaration (the "Transaction"):

(a) Solvency: The Declarant is Solvent as of . The estimated aggregate fair value of the Declarant's assets is and the estimated aggregate amount of liabilities is .

(b) Payment Ability: The Declarant can, and expects to be able to, pay its debts and other liabilities as they mature, including contingent liabilities that are reasonably anticipated to become due within the next 12 months.

(c) No Pending Insolvency Proceedings: To the Declarant's knowledge, there are no existing or pending voluntary or involuntary insolvency, receivership, bankruptcy, reorganization or similar proceedings against the Declarant.

3. Financial Information and Supporting Documents

The Declarant has provided to the Recipient, or shall provide concurrently with this Declaration, true, correct and complete copies of financial statements and schedules reasonably necessary to substantiate the foregoing representations, including balance sheet, income statement and cash flow statement as of the date stated above.

4. Material Liabilities and Contingencies

5. Covenants

From the date hereof and for a period of 12 months thereafter, unless otherwise agreed in writing, the Declarant covenants that it shall not take any action or incur any obligation that would reasonably be expected to cause a material adverse effect on its solvency or ability to satisfy its liabilities as they come due without first giving written notice to the Recipient and obtaining the Recipient's written consent, which consent shall not be unreasonably withheld.

6. Reliance; Indemnification

The Recipient may rely upon the representations and warranties contained in this Declaration in consummating the Transaction. The Declarant agrees to indemnify, defend and hold harmless the Recipient and its affiliates and their respective officers, directors and agents from and against any and all losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants contained herein.

7. Remedies

In the event of a breach of any representation, warranty or covenant contained in this Declaration, the Recipient shall be entitled to all remedies available at law or in equity, including injunctive relief and recovery of damages, provided that the exercise of such remedies shall be subject to any limitation expressly set forth in a separate definitive agreement between the parties governing the Transaction.

8. Notices

All notices, requests, demands and other communications required or permitted to be given under this Declaration shall be in writing and delivered to the addresses set forth below or to such other address as any party may designate by notice to the other.

9. Governing Law; Venue

This Declaration shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county specified below for any action arising out of or relating to this Declaration.

10. Entire Agreement; Severability

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it valid and enforceable; if modification is not possible, such provision shall be severed and the remainder of this Declaration shall remain in full force and effect.

11. Amendments; Waiver

This Declaration may be amended only by a written instrument executed by both parties. No failure or delay by any party in exercising any right under this Declaration shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

12. Counterparts; Electronic Execution

This Declaration may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. A signature transmitted by electronic means shall be deemed an original for purposes of this Declaration.

13. Certification by Declarant

The undersigned authorized officer of the Declarant certifies that the foregoing representations and warranties are true, complete and correct in all material respects as of the date set forth below, and that the undersigned is authorized to make this Declaration on behalf of the Declarant.

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