Legal Closing Declaration

LEGAL CLOSING DECLARATION

This Legal Closing Declaration (the "Declaration") is executed as of the date set forth below by and among Declarant: , with principal address at , and Counterparty: , with principal address at . The transaction described herein concerns: . Closing Date: Month Day Year .

Recitals

WHEREAS, the parties have entered into written agreements and related documents governing the transfer, sale, assignment or other disposition described above (collectively, the "Transaction Documents"); and

WHEREAS, the parties desire to set forth, confirm and declare certain facts, deliverables and representations as of the Closing in order to effectuate the closing and to establish the record of actions, notices and funds delivered at Closing; and

WHEREAS, capitalized terms used in this Declaration and not otherwise defined shall have the meanings assigned to them in the applicable Transaction Documents.

Now, therefore

In consideration of the mutual covenants and agreements contained herein and in the Transaction Documents, and intending to be legally bound, the parties hereby declare, warrant and agree as follows:

1. Definitions

For purposes of this Declaration, the following terms shall have the meanings set forth below. "Closing" means the consummation of the transactions described in the Transaction Documents on the Closing Date. "Delivered" means physically or electronically transferred to the receiving party or its counsel in a manner reasonably acceptable to the receiving party.

2. Closing Deliverables

The parties certify that, contemporaneously with or prior to Closing, the following documents and instruments have been delivered or will be delivered in accordance with the Transaction Documents. The delivering party warrants that each delivered document is genuine, duly authorized, executed and, where required, notarized.

Items delivered at Closing (check all that apply): Deed, assignment or conveyance document Bill of Sale Assignment and Assumption Final Closing Statement / Settlement Statement Lien releases, payoff letters or releases of encumbrances Corporate or authority certificates and incumbency certificates Wire transfer confirmations or cashier's checks evidencing funds transferred Affidavits (no outstanding claims, solvency, tax, etc.) Other documents delivered at Closing:

3. Representations and Warranties

Each party represents and warrants to the other party as of the Closing that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to execute and deliver the Transaction Documents and perform its obligations thereunder; (b) the persons executing this Declaration on its behalf are duly authorized; and (c) the execution, delivery and performance of the Transaction Documents do not and will not violate any law, judgment, order, contract or other agreement binding on such party.

Representations exceptions or qualifications to the foregoing (if any):

4. Covenants and Further Assurances

Each party covenants to execute and deliver such further instruments and to take such further actions as may be reasonably necessary or desirable to consummate and to carry out the purposes of the Transaction Documents and this Declaration, including the correction of clerical errors and the filing or recording of documents required to perfect or evidence the transfer described in the Transaction Documents.

5. Conditions to Closing

The parties acknowledge that the obligations set forth in the Transaction Documents are subject to the satisfaction or waiver of closing conditions. By executing this Declaration, the undersigned confirm that, to the best of their knowledge after due inquiry, all material conditions precedent to Closing have been satisfied or waived except as set forth below.

Unresolved closing conditions (if any):

6. Purchase Price; Funds and Adjustments

Total consideration paid or to be paid at Closing: $ . The parties certify that funds have been transmitted, delivered or will be transmitted in accordance with wiring instructions or payment provisions contained in the Transaction Documents.

Adjustments to the purchase price (prorations, credits, escrow holdbacks):

7. Tax Matters

Each party shall be responsible for its own tax liabilities arising from the Transaction unless otherwise expressly provided in the Transaction Documents. The parties certify that all required tax forms, withholding certificates and tax clearances required to be delivered at Closing have been delivered or will be delivered.

Declarant taxpayer identification or EIN: . Counterparty taxpayer identification or EIN: .

Withholding required at Closing: Yes No If yes, amount withheld: $

8. Indemnification

Subject to the terms of the Transaction Documents, each party agrees to indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of a breach of any representation, warranty or covenant set forth in this Declaration or the Transaction Documents. The parties may specify any cap, deductible or survival periods below.

Indemnity cap (if any): $ . Survival period for representations and warranties: .

9. Notices

Any notice, demand or other communication required or permitted under this Declaration shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices are effective upon receipt.

10. Governing Law; Venue

This Declaration and any dispute arising out of or relating to this Declaration shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties. The parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for resolution of any disputes arising hereunder.

11. Miscellaneous Provisions

Entire Agreement: This Declaration, together with the Transaction Documents, constitutes the entire agreement among the parties with respect to the matters addressed herein and supersedes all prior agreements and understandings relating thereto.

Severability: If any provision of this Declaration is held to be invalid or unenforceable in any jurisdiction, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be reformed to the extent necessary to make it enforceable while preserving the parties' intent to the maximum extent permitted by law.

Amendments; Waiver: No amendment, modification or waiver of any provision of this Declaration shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver.

Counterparts: This Declaration 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. Facsimile, scanned or electronic signatures shall be deemed original signatures for all purposes.

12. Certifications

Each person signing below on behalf of a party hereby represents and warrants that he or she is authorized to execute and deliver this Declaration on behalf of such party, that the representations and warranties set forth herein are true and correct as of the Closing Date, and that the statements made in this Declaration are made under penalty of perjury to the best of his or her knowledge, information and belief.

Additional remarks, acknowledgments or post-closing actions agreed by the parties:

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