Related Parties Confirmation Agreement

Related Parties Confirmation Agreement

This Related Parties Confirmation Agreement (the Agreement) is made and entered into as of , by and between Party A: Name: , Principal Place of Business: ; and Party B: Name: , Principal Place of Business: .

RECITALS

WHEREAS, each party has entered into or is contemplating transactions, agreements or arrangements (Collectively, the Transactions) with the other that may require disclosure of persons or entities related to a party by blood, marriage, control, ownership or common financial interest (Related Parties); and

WHEREAS, the parties desire to confirm and document the identity of all Related Parties, the nature of their relationship to the parties, and the procedures by which additional related parties will be disclosed, in order to avoid conflicts of interest and to permit appropriate approvals and consents; and

WHEREAS, this Agreement establishes the representations, warranties and covenants of each party with respect to Related Parties and the consequences of undisclosed Related Parties.

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

1. DEFINITIONS

1.1 "Related Party" means any natural person or legal entity that (a) is an officer, director, partner, manager, member, controlling shareholder or beneficial owner of a party; (b) is a member of the immediate family of an individual described in clause (a); (c) is an entity controlled by or under common control with a party; or (d) has a direct or indirect material business relationship with a party that could reasonably give rise to a conflict of interest.

1.2 "Disclosure" means written notice identifying the Related Party, the nature of the relationship, the material terms of any arrangement with the Related Party and any action taken or requested that involves the Related Party.

2. CONFIRMATION OF RELATED PARTIES

2.1 Each party represents and warrants that, as of the Effective Date, the list of Related Parties supplied to the other party accurately identifies all persons and entities known by the representing party to be Related Parties and discloses the relationship and the material terms of any existing arrangements between the party and such Related Parties.

2.2 The parties shall attach a Schedule of Related Parties to this Agreement. The schedule provided by Party A is set forth below and Party B's schedule is set forth in the corresponding field.

3. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other that, as of the Effective Date: (a) it has disclosed to the other all Related Parties known to it that are relevant to the Transactions; (b) there are no other relationships, direct or indirect, that would reasonably be expected to give rise to a material conflict of interest, except as set forth in the applicable schedule; and (c) the information provided in the schedules is true, complete and correct in all material respects.

4. COVENANTS

4.1 Continuing Obligation. Each party shall promptly provide a Disclosure to the other upon becoming aware of any person or entity that becomes a Related Party after the Effective Date or upon any material change in the nature or terms of a relationship with an existing Related Party.

4.2 Consent and Approvals. Where applicable law, governance documents or contract terms require consent, approval or recusal because of a Related Party relationship, the disclosing party shall secure such consent or approval prior to taking the relevant action and shall provide evidence of the consent or approval to the other party upon request.

5. DISCLOSURE PROCEDURES

5.1 Form of Disclosure. A Disclosure under this Agreement shall be in writing, signed by an authorized representative, and shall include the identity of the Related Party, the nature of the relationship, a statement of any material compensation, ownership or control and any action requested or proposed with respect to such Related Party.

5.2 Timing. Disclosures required by this Agreement shall be provided as soon as reasonably practicable and, in any event, within ten (10) business days after the disclosing party first becomes aware of the relevant information.

6. REMEDIES AND INDEMNITY

6.1 Remedies. In the event of a material breach of the representations, warranties or covenants contained in this Agreement with respect to Related Parties, the non-breaching party shall be entitled to seek injunctive relief, specific performance, and monetary damages, including consequential damages, subject to any limitations agreed in the underlying Transactions.

6.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of its representations, warranties or covenants regarding Related Parties.

7. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by written notice in accordance with this section. Delivery may be by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

8. AMENDMENTS; WAIVER

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

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

10.1 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements and understandings, whether written or oral.

10.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

10.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as original signatures.

11. CERTIFICATION

Each party certifies that the individual signing below is authorized to sign on behalf of such party and that the information provided in the schedules and disclosures is, to the best of the certifying party's knowledge, true, complete and not misleading in any material respect.

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