Legal Statement Letter

LEGAL STATEMENT LETTER

This Legal Statement Letter (the "Letter") is made and entered into as of Effective Date: by and between Declarant Name: of Declarant Address: (\"Declarant\"), and Recipient Name: of Recipient Address: (\"Recipient\").

RECITALS

WHEREAS, Declarant possesses personal knowledge of certain facts and circumstances described herein and is willing to provide a written statement of those facts to Recipient for the limited purposes set forth below;

WHEREAS, Recipient has requested a written statement from Declarant and intends to rely on the truthfulness and completeness of the statements contained in this Letter for the purpose of determining Recipient's rights, obligations, or decisions related to the matter identified as Matter Reference:

WHEREAS, the parties intend that this Letter shall constitute a formal, written statement of the facts, certifications, and acknowledgements set forth below.

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

1. DEFINITIONS

Capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to them in this section. "Statement" means the factual assertions set forth in Section 2 below. "Confidential Information" means non-public information disclosed in connection with this Letter as described in Section 5.

2. STATEMENT OF FACTS

Declarant hereby states the following facts, based upon Declarant's personal knowledge, observation, or review of documents. Declarant affirms that the following statement is complete and accurate to the best of Declarant's knowledge and belief:

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that: (a) Declarant is competent to make the Statement; (b) the Statement is true, complete and accurate in all material respects as of the Effective Date; (c) Declarant has disclosed all material facts within Declarant's knowledge that would be necessary to prevent the Statement from being misleading; and (d) there are no pending proceedings or factual matters known to Declarant that would materially alter the Statement except as expressly disclosed in the Statement.

4. CERTIFICATION; PENALTY OF PERJURY

Declarant certifies and acknowledges that the Statement contained in Section 2 is given voluntarily and is true and correct to the best of Declarant's knowledge and belief. Declarant further certifies under penalty of perjury under the laws of the State of that the foregoing is true and correct.

5. CONFIDENTIALITY

Unless otherwise agreed in writing, Recipient shall treat the Statement and any supporting documents provided by Declarant as Confidential Information. Recipient may disclose Confidential Information only to its officers, directors, employees, attorneys, accountants, or advisors who have a clear need to know and who are bound by confidentiality obligations. The confidentiality obligations shall not apply to information that is or becomes publicly available through no fault of Recipient, or that Recipient is required to disclose by law, regulation, or valid subpoena, provided Recipient gives Declarant prompt written notice of such requirement to permit Declarant to seek protective relief.

6. RELIANCE; LIMITED PURPOSE

Recipient may rely upon the Statement only for the specific purpose described in the recitals and not for any other purpose. Recipient acknowledges that Recipient has an independent obligation to verify material facts as it deems appropriate and that Recipient's reliance on the Statement is at Recipient's own risk except to the extent otherwise provided by law or by express indemnification in this Letter.

7. INDEMNIFICATION

Declarant agrees to indemnify, defend, and hold harmless Recipient and its officers, directors, agents and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any material inaccuracy or breach of the representations and warranties set forth in this Letter.

8. NOTICES

Notices to Declarant

Notices to Recipient

All notices, requests, demands and other communications required or permitted under this Letter shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses specified above (or such other address as a party may specify by notice).

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended or modified only by a written instrument signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach. This Letter 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.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. If any provision of this Letter is held to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Letter shall otherwise remain in full force and effect and enforceable. This Letter, together with any attachments or exhibits expressly incorporated herein, 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.

11. MISCELLANEOUS

The headings in this Letter are for reference only and shall not affect the interpretation of this Letter. The parties acknowledge that each has had the opportunity to review this Letter with counsel of their choice and that any ambiguities shall not be construed against either party as drafter.

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