Legal Verification Response

LEGAL VERIFICATION RESPONSE

This Legal Verification Response (the "Response") is made effective as of Effective Date: by and between Respondent Name: whose principal place of business or residence is Respondent Address: , and Requesting Party Name: with principal place of business or residence at Requesting Party Address: .

RECITALS

WHEREAS, Requesting Party submitted a written request to Respondent seeking verification of certain factual matters described as Subject Matter: ; and

WHEREAS, Respondent has reviewed its records and is willing to provide a limited, written verification of those matters within the scope set forth below; and

WHEREAS, the parties wish to set forth the terms under which such verification is provided and the limitations on use and reliance.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Response, the following terms shall have the meanings set forth: "Verification" means the factual statements and records review described herein; "Recipient" means the Requesting Party and any expressly permitted third parties identified in writing.

2. SCOPE OF VERIFICATION

Respondent's Verification is limited to records and information in Respondent's possession that directly relate to the Subject Matter and the period between Verification Period Start: and Verification Period End: . Respondent does not undertake to perform independent investigations beyond its own records.

3. VERIFIED INFORMATION

Respondent certifies that, after a search of its records reasonably necessary to respond to the request, the following factual findings are true and accurate to the best of Respondent's knowledge as of the Effective Date:

4. DOCUMENTS AND ATTACHMENTS

The Verification is accompanied by copies of the following documents reasonably relied upon by Respondent in preparing this Response. Respondent represents that the attached documents are true copies of the originals in its possession.

5. STANDARD OF VERIFICATION; METHODOLOGY

Respondent's Verification is based on a review of the records described above and, where applicable, interviews of personnel with direct knowledge. The Verification reflects Respondent's records as maintained in the ordinary course of business. No opinion is provided as to legal conclusions, and Respondent expressly disclaims any obligation to update this Response after the Effective Date.

6. LIMITATIONS OF LIABILITY

Except for willful misconduct or gross negligence, Respondent's liability arising out of or related to this Response shall be limited in the aggregate to the sum of Limit of Liability Amount: . Under no circumstances shall Respondent be liable for special, incidental, consequential or punitive damages.

7. CONFIDENTIALITY AND USE

The Requesting Party shall treat the Verification and any attachments as confidential and shall not disclose such materials except to those of its directors, officers, employees, attorneys or insurers who have a need to know and are bound to preserve confidentiality. Permitted Use: . Any other use or disclosure requires the prior written consent of Respondent.

8. REPRESENTATIONS AND WARRANTIES

Respondent represents and warrants that: (a) it has authority to provide the Verification and the documents attached; (b) the factual statements contained in this Response are true and accurate to the best of Respondent's knowledge after reasonable inquiry as of the Effective Date; and (c) no material information known to Respondent has been intentionally omitted.

9. INDEMNIFICATION

Requesting Party shall indemnify, defend and hold harmless Respondent and its affiliates, officers and employees from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of Requesting Party's misuse of the Verification, unauthorized disclosure, or any reliance by third parties other than permitted recipients.

10. NOTICES

Notices shall be in writing and deemed given when delivered personally, by commercial courier, by certified mail with return receipt requested, or by electronic transmission if receipt is acknowledged in writing.

11. GOVERNING LAW

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

12. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Response shall be effective unless set forth in a written instrument signed by authorized representatives of both parties. Failure or delay to enforce any provision shall not constitute a waiver of rights.

13. ENTIRE AGREEMENT

This Response, including its attachments, 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.

14. SEVERABILITY

If any provision of this Response is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be enforced to the fullest extent permitted by law.

15. COUNTERPARTS; EXECUTION

This Response 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. Signatures transmitted by electronic means shall be binding.

The parties acknowledge and agree that the Requesting Party may rely on the Verification solely to the extent permitted herein and that any third-party reliance must be expressly authorized in writing by Respondent.

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