Legal Chassis Letter

LEGAL CHASSIS LETTER

This Legal Chassis Letter (the "Letter") is made as of Date: by and between Owner Name: with principal address at (hereinafter "Owner"), and Recipient Name: with principal address at (hereinafter "Recipient").

RECITALS

WHEREAS, Owner is the record and beneficial owner of the chassis described as follows: Chassis Identification Number/VIN , Make/Model , Year , and current location at (collectively, the "Chassis");

WHEREAS, Recipient has requested written confirmation of title, encumbrance status, and certain assurances regarding the Chassis for the purpose of sale, lease, financing, registration, or other lawful use; and

WHEREAS, Owner is willing to provide the representations, warranties, and undertakings set forth below in order to induce Recipient to rely on the matters certified herein.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, the following terms shall have the meanings set forth below: "Chassis" means the tangible chassis identified above together with all accessories and attachments; "Encumbrances" means any lien, security interest, charge, claim, lease, judgment, or other encumbrance affecting title or rights in the Chassis.

2. CERTIFICATION OF TITLE AND OWNERSHIP

Owner hereby certifies that, as of the Effective Date specified above, Owner is the sole legal and beneficial owner of the Chassis and has good, marketable, and insurable title thereto, free and clear of all Encumbrances except those disclosed in the following schedule of exceptions.

3. REPRESENTATIONS AND WARRANTIES

Owner represents and warrants to Recipient as follows, which representations shall survive delivery and any transfer of possession unless expressly waived in writing:

(a) Authority and Capacity. Owner has full power and authority to enter into and perform this Letter and to grant, transfer, or lease rights in the Chassis as contemplated. The execution and delivery of this Letter have been duly authorized by all necessary action.

(b) No Conflicting Obligations. The execution, delivery and performance of this Letter will not violate any agreement, instrument, judgment, or law to which Owner is subject, and there are no pending actions or proceedings that, if adversely determined, would materially impair Owner’s title or ability to perform.

(c) Condition and Compliance. To Owner's knowledge, the Chassis is in safe and serviceable condition for its intended commercial use, has been maintained in accordance with customary industry practice, and, where required, is registered and compliant with applicable vehicle and transportation regulations. Owner makes no extended warranty of fitness beyond this certification except as may be expressly set forth in a separate written agreement between the parties.

4. ENCUMBRANCES, LIENS AND DISCLOSURES

Owner shall disclose, in good faith and in writing, all known Encumbrances affecting the Chassis as of the Effective Date. Recipient may rely on such disclosure in evaluating its acceptance, registration, financing or other use of the Chassis. If any Encumbrance arises after the Effective Date and prior to transfer of title (if applicable), Owner shall promptly notify Recipient and shall be responsible for curing such Encumbrance unless otherwise agreed in writing.

5. MAINTENANCE, RISK OF LOSS AND INSURANCE

Unless otherwise agreed in a separate written agreement, responsibility for routine maintenance, registration, insurance, and risk of loss shall be governed by the parties’ separate contract. Absent such agreement, Owner affirms that on the Effective Date the Chassis is insured as disclosed in the schedule below and that any change in insurance status prior to transfer or delivery will be promptly disclosed to Recipient.

6. INDEMNITY

Owner agrees to indemnify, defend and hold harmless Recipient and its officers, agents and assigns from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Owner’s representations and warranties in this Letter, or arising from any undisclosed Encumbrance or third-party claim to title in the Chassis.

7. REMEDIES; REPOSSESSION

In the event of a breach by Owner of any material representation, warranty or covenant in this Letter, Recipient shall be entitled to all remedies available at law or in equity, including specific performance, injunctive relief, recovery of damages, and, where applicable, rights to refuse registration or to require return of the Chassis. If the Chassis is subject to lawful repossession due to undisclosed Encumbrances or fraud, Owner shall be responsible for all costs associated with such repossession and any resulting loss.

8. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as either party shall designate by notice). Notices shall be personally delivered, sent by a nationally recognized overnight courier, or sent by certified mail, return receipt requested.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws provisions. The parties submit to the exclusive jurisdiction of the courts of that state for any dispute arising out of or relating to this Letter.

10. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment to this Letter must be in writing and signed by both parties. No failure or delay by any party in exercising any right under this Letter shall operate as a waiver of such right.

11. SEVERABILITY

If any provision of this Letter is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall not be affected and shall remain in full force and effect.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed originals for all purposes and shall be binding on the signing party.

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