Legal Consent to Transfer Form

LEGAL CONSENT TO TRANSFER

This Legal Consent to Transfer (the "Consent") is made as of Date: by and between Consenting Party: with address: and Transferor: with address: . Transferee: , if applicable, is identified for the purposes stated herein.

RECITALS

WHEREAS, Transferor intends to transfer, assign or convey certain rights, interests or property described below (the "Transfer") to Transferee; and

WHEREAS, Consenting Party holds contractual or legal rights that may be affected by the Transfer and has the authority under applicable agreement(s) to withhold or grant consent to such Transfer; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consenting Party will provide its consent to the Transfer.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DESCRIPTION OF TRANSFER

Transfer Description: The Transfer subject to this Consent consists of the following rights, assets or contractual interests:

2. CONSENT

2.1 Grant of Consent. Subject to the terms and conditions of this Consent, Consenting Party hereby unconditionally and irrevocably consents to the Transfer. If conditional, specify conditions below:

2.2 Scope. This Consent applies only to the Transfer described above and does not constitute a waiver of any rights with respect to other transfers or transactions unless expressly stated in writing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Transferor Representations. Transferor represents and warrants to Consenting Party that: (a) Transferor has full power, authority and legal right to effect the Transfer; (b) the Transfer will not violate any applicable law, order or agreement other than those disclosed to Consenting Party in writing; and (c) all factual statements made to Consenting Party in connection with the Transfer are true and correct in all material respects.

3.2 Consenting Party Representations. Consenting Party represents that it has the authority under its governing documents and agreements to grant the consent set forth herein and that, to the best of its knowledge, no other consents from Consenting Party are required for the Transfer specified above.

4. INDEMNIFICATION

Transferor agrees to indemnify, defend and hold harmless Consenting Party and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any breach of Transferor's representations, warranties or covenants in this Consent; or (b) the acts or omissions of Transferee following the Transfer to the extent attributable to Transferor's failure to obtain or effectuate required consents.

5. CONDITIONS PRECEDENT

The obligations of Consenting Party hereunder are conditioned upon receipt, at or prior to closing of the Transfer, of all of the following: (a) evidence reasonably satisfactory to Consenting Party of the Transfer; (b) a counterpart of any agreement of assumption or acknowledgement executed by Transferee; and (c) payment of any fee for consent specified by Consenting Party.

6. EFFECTIVE DATE

This Consent shall become effective on the Effective Date: upon satisfaction of the conditions set forth in Section 5.

7. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice):

8. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Consent constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating to the Transfer.

10. SEVERABILITY

If any provision of this Consent is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Consent shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

11. AMENDMENT; WAIVER

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

12. COUNTERPARTS

This Consent 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 transmitted by facsimile or electronic image shall be binding.

13. MISCELLANEOUS

The parties agree to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the intent and purposes of this Consent.

Sign Now