Legal Abandonment Declaration

LEGAL ABANDONMENT DECLARATION

This Legal Abandonment Declaration (the Declaration) is made as of Effective Date: by and between Declarant Name: , Entity Type: Individual Corporation LLC Other , with mailing address: ; and Recipient Name: , Entity Type: Individual Corporation LLC Other , with mailing address: .

RECITALS

WHEREAS, Declarant holds certain right, title, interest, claim, lien, or possession in or to the property, rights, or interests described below and intends to relinquish and abandon such rights; and

WHEREAS, Recipient is willing to accept the abandonment as of the Effective Date and to take such title, possession, or responsibility as set forth in this Declaration; and

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations with respect to the abandonment and transfer (if any) of the described property and to provide certain assurances, indemnities, and notices related thereto.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Declaration: (a) "Abandoned Property" means the property, interest, right, claim, lien, or possession described in Section 2 below; (b) "Effective Date" means the date set forth above; (c) "Declarant" and "Recipient" have the meanings set forth in the opening paragraph.

2. DESCRIPTION OF ABANDONED PROPERTY

3. DECLARATION OF ABANDONMENT

Declarant hereby irrevocably and unconditionally abandons, relinquishes, releases, and forever disclaims all right, title, interest, claim, lien, and demand in and to the Abandoned Property described in Section 2, effective as of the Effective Date. From and after the Effective Date, Declarant shall have no right to possess, use, control, assert, or enforce any claim or demand against the Abandoned Property, and any such rights are hereby forfeited and waived.

4. CONVEYANCE AND POSSESSION

To the fullest extent permitted by law, Declarant intends that title, possession, and responsibility for the Abandoned Property vest in Recipient as of the Effective Date. Declarant shall take all commercially reasonable actions, at Declarant's expense, necessary to surrender possession or deliver any physical items, documents, or instruments pertaining to the Abandoned Property to Recipient upon Recipient's written request.

5. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that: (a) Declarant is the lawful owner of the rights alleged to be abandoned, or otherwise has the authority to effectuate this abandonment; (b) except as disclosed in writing below, there are no outstanding liens, security interests, encumbrances, or adverse claims against the Abandoned Property; and (c) Declarant has not assigned, pledged, or otherwise transferred the Abandoned Property to any third party in a manner that would conflict with this Declaration.

6. NO CONSIDERATION

Unless otherwise expressly agreed in writing by the parties, the parties acknowledge and agree that this Declaration is not supported by monetary consideration delivered by Recipient to Declarant. Declarant acknowledges that the abandonment is intentional and that Declarant has not been coerced to abandon the Abandoned Property.

7. INDEMNIFICATION

Declarant shall indemnify, defend and hold harmless Recipient and its officers, directors, agents, successors and assigns from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Declarant's representations and warranties set forth in this Declaration or arising out of any claim by a third party relating to the Abandoned Property attributable to acts or omissions by Declarant prior to the Effective Date.

8. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party in accordance with this Section.

9. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by mutual agreement of the parties. If the parties do not designate a jurisdiction herein, the governing law shall be the law of the state where the Abandoned Property is located, to the extent permitted by law.

10. ENTIRE AGREEMENT; SEVERABILITY

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. If any provision of this Declaration 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.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Declaration shall be effective unless made in writing and signed by both parties. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right. This Declaration may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all counterparts together shall constitute one and the same instrument.

12. FURTHER ASSURANCES

Each party agrees to execute and deliver such additional instruments and take such further actions as may be reasonably necessary to effectuate the intent and purposes of this Declaration.

EXECUTION

The parties have executed this Declaration as of the Effective Date set forth above.

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