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SAMPLE EXHIBIT "1" Termination Letter -- Non-Capital Grant Agreement Grantee Name Address Re: Grant # Dear Sir or Madam: This letter has reference to that certain Grant Agreement [the "Grant Agreement"] and any modifications or alterations thereto dated (insert date) between the LA84 Foundation (the "Foundation") and the Organization Name (the "Grantee"). Capitalized terms used herein without further definition have the meanings specified in the Grant Agreement. In consideration of the payment by the Foundation of the final installment of the Grant under the Grant Agreement: 1. The Grantee hereby reaffirms all of its executory obligations and duties under the Grant Agreement, including, but not limited to, its obligation to indemnify, defend and hold the Foundation harmless from liabilities and losses pursuant to Paragraph 9 of the Grant Agreement, without setoff or other defense. 2. The Grantee represents and warrants that, in the performance of the Grant Agreement and in the planning, arrangement, implementation, sponsoring and conduct of the program, no losses, injuries or damages were sustained by or to any person or property that have not been reported in writing to the Foundation. 3. The Grantee represents and warrants (a) that no audit, investigation, proceeding or other inquiry is pending by the internal Revenue Service, the Franchise Tax Board, the Attorney General of any state or any other governmental agency with respect to the Grantee or any affiliated organization and (b) that no legal, administrative or other proceeding is pending that concerns the Grant or the Program. 4. The Grantee acknowledges and confirms (a) that, upon payment of the final installment of the Grant, the Foundation has no further duty or obligation to the Grantee and (b) that no officer, director, employee or other representative of the Foundation had made any statement, representation or warranty that the Grant will be renewed or extended. 5. The Grantee represents and warrants that all promotional and advertising materials produced or authorized by the Grantee relating to the Program have given appropriate credit to the Foundation as required by the Grant Agreement. The Grantee confirms that all future promotional and advertising material produced or authorized by the Grantee relating to the Program will give appropriate credit to the Foundation as required by the Grant Agreement. 6. The Grantee represents and warrants that all contracts to which it has become a party in regard to the Program and/or the Grant are listed on Annex A attached hereto and include the language required by Paragraph 9 of the Grant Agreement. 7. The Grantee represents and warrants that the Grant has been expended solely for the purposes set forth in the Grant Agreement. 8. The Grantee agrees to repay any portion of the Grant which is not used for the purposes set forth in the Grant Agreement. The Foundation shall be entitled to rely on the foregoing representations, warranties, confirmations, acknowledgments and agreements in disbursing the final installment of the Grant. Sincerely yours, Organization Name EXECUTED BY: DATE TITLE: