Legal Statement of Affairs

LEGAL STATEMENT OF AFFAIRS

This Legal Statement of Affairs is made as of Effective Date: between Provider Name: with Address: and Recipient Name: with Address: .

RECITALS

WHEREAS, Provider prepares this Statement of Affairs to set forth, to the best of Provider's knowledge, a complete and accurate description of Provider's assets, liabilities, contractual obligations, claims, charges and other material matters related to the Provider's financial position as of the Effective Date; and

WHEREAS, Recipient requires a written disclosure of such matters for the purpose of evaluating current obligations, determining creditor rights and assessing potential transactions or proceedings affecting Provider; and

WHEREAS, Provider represents that the information provided herein is true, complete and made in good faith, subject to the certifications contained below.

NOW, THEREFORE, in consideration of the mutual covenants and representations contained in this Statement, the parties agree as follows.

1. DEFINITIONS

For purposes of this Statement, the following definitions apply: "Assets" means all property, real and personal, tangible and intangible, owned or controlled by Provider as of the Effective Date; "Liabilities" means all obligations, debts, claims and potential liabilities, whether liquidated or unliquidated, matured or unmatured, known or contingent; "Material" means reasonably likely to affect a prudent recipient's evaluation of Provider's financial position.

2. STATEMENT OF ASSETS

3. STATEMENT OF LIABILITIES

Secured Obligations (describe security and creditor):

4. MATERIAL CONTRACTS, LEASES AND OBLIGATIONS

Provider represents and discloses the material contracts, guarantees, leases and other obligations to which Provider is a party. For each agreement state counterparty, effective date, term, material obligations, and any events of default existing as of the Effective Date.

5. PENDING LITIGATION, CLAIMS AND ADMINISTRATIVE PROCEEDINGS

List all actions, suits, arbitrations, administrative proceedings, investigations or claims known to Provider that are pending or threatened, including claimant, jurisdiction, nature of claim and estimated exposure.

6. TAXES, RETURNS AND FILINGS

State the last fiscal year for which returns were filed: . Indicate any assessments, audits or tax disputes pending or threatened:

7. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants to Recipient that, except as expressly disclosed in this Statement: (a) all information contained in the schedules and accompanying documents is true, complete and correct in all material respects as of the Effective Date; (b) Provider has disclosed all liabilities, obligations, claims and contingent liabilities known to Provider; and (c) there are no material omissions or misstatements in this Statement. Provider acknowledges that Recipient will rely on these representations in its business and legal decisions.

8. CONTINUING DUTY TO UPDATE

Provider shall promptly notify Recipient in writing of any material change in the matters set forth in this Statement that occurs after the Effective Date and before the earlier of (a) the final resolution of the matters for which this Statement is provided, or (b) sixty (60) days following the Effective Date.

9. NOTICES

All notices required or permitted under this Statement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party designates by written notice. Notices shall be deemed delivered when received by personal delivery, confirmed electronic transmission, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

10. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Statement shall be effective unless in writing and signed by both parties. Failure or delay by either party to exercise any right or remedy shall not operate as a waiver of that or any other right or remedy.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement: This Statement, including its schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

Severability: If any provision of this Statement 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.

12. MISCELLANEOUS PROVISIONS

Counterparts: This Statement 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. Electronic signatures or facsimile copies of signatures shall be binding and admissible to the same extent as originals.

CERTIFICATION

Provider certifies, under penalty of perjury and to the best of Provider's knowledge, that the information contained in this Legal Statement of Affairs and its schedules is true, complete and accurate in all material respects as of the Effective Date stated above, and that Provider has disclosed all known material liabilities, claims, security interests and adverse information.

Sign Now