Legal Validation Affidavit

LEGAL VALIDATION AFFIDAVIT

State of:    County of: .

Affiant Name:    Entity Type: Individual Corporation LLC

On this day of , , the Affiant personally appeared and, being duly sworn, states as follows:

RECITALS

WHEREAS, the Affiant has custody, control, or direct knowledge of certain instruments, documents, signatures, records, and electronic files identified herein and attached as Exhibits; and

WHEREAS, validation of the authenticity, authority, and continuing force and effect of such instruments is required for reliance by third parties, governmental or private entities, and for the preservation of legal rights; and

WHEREAS, the Affiant is competent to attest to the matters herein and is authorized to make this affidavit under penalty of perjury.

NOW, THEREFORE

1. Definitions. For purposes of this Affidavit, "Validated Documents" means the instruments, signatures, records and electronic media identified in Section 4 and any accompanying exhibits that the Affiant affirms as genuine and in full force.
2. Affirmation of Authenticity and Authority. Affiant affirms, based upon personal knowledge or due inquiry, that each signature on the Validated Documents is the genuine signature of the person whose name it purports to be, and that the individual(s) who executed each Validated Document had the requisite authority at the time of execution to bind the entity or person on whose behalf the document was executed. Affiant further affirms that no revocation, rescission, or annulment of authority affecting such execution is known to Affiant as of the date of this Affidavit.
3. Accuracy of Records. Affiant certifies that records, copies, electronic reproductions, and transcriptions provided in connection with validation were made and maintained in the normal course of business, were made at or near the time of the act, event, condition, or opinion recorded, and that the records are true, complete, and accurate to Affiant's knowledge.
4. Limitations on Reliance. Any party relying upon this Affidavit shall do so at its own risk. Affiant makes no representation as to legal sufficiency for any particular regulatory, statutory, tax, or other specialized purpose beyond the factual matters expressly stated herein. Reliance on this Affidavit does not create new or expanded duties beyond those set forth in existing written agreements unless expressly stated.
5. Continuing Obligation. Affiant shall promptly notify the Recipient in writing if Affiant obtains knowledge that contradicts any material representation contained in this Affidavit. Such notification shall be sent to the Notices address specified in Section 8.

DOCUMENTS VALIDATED

REPRESENTATIONS AND WARRANTIES

The Affiant represents and warrants to the Recipient that: (a) Affiant is authorized to make the statements contained in this Affidavit; (b) all factual statements are true and correct to the best of Affiant's knowledge after reasonable inquiry; and (c) no litigation, arbitration, administrative proceeding, or governmental action is pending or, to Affiant's knowledge, threatened that would materially impair the validity or enforceability of the Validated Documents.

EXHIBITS AND EVIDENCE

INDEMNIFICATION

Affiant agrees to indemnify, defend and hold harmless the Recipient and its officers, directors, agents and employees from and against any losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from a material misrepresentation or breach of a representation or warranty made herein by Affiant, except to the extent such losses arise from the Recipient's own gross negligence or willful misconduct.

NOTICES

AMENDMENTS; WAIVER; COUNTERPARTS

This Affidavit may be amended only by a written instrument executed by both Affiant and Recipient. No failure or delay by either party in exercising any right will operate as a waiver. This Affidavit may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Affidavit will be governed by and construed in accordance with the laws of the jurisdiction identified in the opening paragraph without regard to conflict of laws principles. This instrument constitutes the entire agreement of the parties with respect to the subject matter herein and supersedes all prior understandings and agreements. If any provision of this Affidavit is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

OATH AND VERIFICATION

I, the Affiant named above, being duly sworn, depose and say that I am authorized to make this Affidavit; that I have read the foregoing Affidavit and know the contents thereof; that the statements contained herein are true and correct to the best of my knowledge, information, and belief; and that I am aware that willful false statements are punishable under applicable laws governing perjury.

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