Legal Consent to Sale Agreement

LEGAL CONSENT TO SALE AGREEMENT

This Legal Consent to Sale Agreement (the Agreement) is made as of Month Day Year by and between Consent Provider: with mailing address and Seller: with mailing address (each a Party and collectively the Parties).

RECITALS

WHEREAS, Seller is the legal owner of the property or asset described as: (the Property); and

WHEREAS, Seller has entered into a contract for sale dated Month Day Year between Seller and Purchaser: for a purchase price of $ (Sale Contract); and

WHEREAS, Consent Provider holds certain rights, liens, or encumbrances relating to the Property and Seller has requested the consent of Consent Provider to permit the Sale Contract to close and for title to be conveyed to Purchaser.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the Parties agree as follows.

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings given to them in the Sale Contract or, if not defined therein, as used in this Agreement: "Closing" means the consummation of the Sale Contract; "Encumbrances" means any liens, security interests, claims, or restrictions affecting the Property.

2. GRANT OF CONSENT

Subject to the terms and conditions of this Agreement, Consent Provider hereby consents to the sale, transfer, conveyance, and assignment of the Property by Seller to Purchaser pursuant to the Sale Contract and authorizes Consent Provider to execute and deliver any documents reasonably necessary to effectuate such transfer at Closing.

3. SCOPE AND LIMITATIONS OF CONSENT

The consent granted herein is limited to the specific transaction described in the Sale Contract dated above and shall not be deemed to apply to any subsequent sale or transfer, any modification of the Sale Contract, or any additional encumbrances not disclosed in writing to Consent Provider prior to the Effective Date. Consent Provider expressly reserves the right to require additional instruments, releases, or payments as a condition to closing.

4. CONDITIONS PRECEDENT

This consent is effective only upon satisfaction of the following conditions precedent:

(a) Delivery to Consent Provider, at or prior to Closing, of a certified copy of the fully executed Sale Contract and closing statement showing allocation of sale proceeds and payment of any amounts required to be paid to Consent Provider; and

(b) Receipt by Consent Provider of evidence of payoff, release, or subordinate agreement with respect to existing Encumbrances identified as:

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the person signing below on its behalf is duly authorized to do so; and (c) execution and delivery of this Agreement and the performance contemplated herein do not and will not violate any agreement, law, or order applicable to such Party.

6. COVENANTS

Seller covenants to cooperate with Consent Provider and Purchaser at Closing, including executing acknowledgments, releases, subordination agreements, or other documents reasonably required to effectuate the transfer of title, provided such documents do not materially increase Consent Provider's liability.

7. INDEMNIFICATION

Seller shall defend, indemnify, and hold harmless Consent Provider from and against all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties, or covenants in this Agreement or any misrepresentation made to secure this consent.

8. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL CONSENT PROVIDER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING FROM ITS EXERCISE OF CONSENT OR ITS PERFORMANCE UNDER THIS AGREEMENT.

9. NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement 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 thereby.

13. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of such amendment or waiver is sought.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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. Signatures delivered by electronic facsimile or other electronic means shall be deemed original signatures.

15. ADDITIONAL PROVISIONS

The Parties acknowledge and agree that the person signing this Agreement on behalf of each Party represents and warrants that such person is duly authorized to bind that Party and that the Party will be bound by the terms herein.

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