Legal Elimination Agreement

LEGAL ELIMINATION AGREEMENT

This Legal Elimination Agreement (the "Agreement") is made and entered into as of by and between Party A Name: , a with principal place of business at (the "Eliminating Party"), and Party B Name: , a with principal place of business at (the "Releasing Party"). Collectively, the Eliminating Party and the Releasing Party will be referred to as the "Parties."

RECITALS

WHEREAS, the Releasing Party asserts certain claims, causes of action, obligations or potential claims against the Eliminating Party arising out of or related to the matters described in the claims summary attached or described below; and

WHEREAS, the Eliminating Party desires to eliminate, extinguish and cause to be released the specified claims, obligations and any associated liens, encumbrances or recorded matters in exchange for the consideration and undertakings set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their agreement with respect to the elimination and release of claims and related obligations without any admission of liability by either Party.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Claims" means any and all claims, demands, complaints, causes of action, suits, liabilities, obligations, debts, agreements, contracts, liens, encumbrances, administrative matters, arbitrations or proceedings of any kind, whether known or unknown, suspected or unsuspected, asserted or unasserted, arising prior to the Effective Date and related to the matters described in the recitals or in the claims description below.

2. ELIMINATION, RELEASE AND COVENANT NOT TO SUE

2.1 Release by Releasing Party. Subject to the terms and conditions of this Agreement and receipt of the consideration described in Section 3, the Releasing Party, on behalf of itself and its affiliates, officers, directors, employees, agents, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges the Eliminating Party and its affiliates, and their respective past and present officers, directors, agents, employees, successors and assigns (collectively, the "Released Parties") from all Claims.

2.2 Covenant Not to Sue. The Releasing Party covenants and agrees that it shall not institute, maintain or permit to be prosecuted any action, claim or proceeding against any of the Released Parties with respect to any Claim released under Section 2.1.

2.3 Scope of Elimination. The Parties acknowledge that this release and elimination is intended to be broad and comprehensive and expressly includes elimination of any recorded liens, notices of intent to lien, stop notices, security interests, or similar encumbrances described in the claims description below to the extent legally subject to release by the Releasing Party.

3. CONSIDERATION

3.1 Payment. In full and final consideration for the release and elimination described in Section 2, the Eliminating Party shall pay or cause to be paid to the Releasing Party the sum of (the "Consideration") in accordance with the schedule and manner set forth below.

3.2 No Further Consideration. Except for the Consideration expressly set forth in this Section 3, the Releasing Party acknowledges that it is not entitled to any additional payments, reimbursement, or other consideration in connection with the Claims released hereby.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Authority. Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; that the person executing this Agreement on behalf of each Party is fully authorized to bind such Party; and that neither the execution nor the performance of this Agreement violates any other agreement or applicable law.

4.2 Releasing Party's Knowledge. The Releasing Party represents that, to the best of its knowledge after reasonable inquiry, it has identified all material Claims known to it that are to be released hereunder and that no other known Claim exists as of the Effective Date except as set forth in the claims description field.

5. FURTHER ASSURANCES

Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including, without limitation, releases, satisfactions, lien reconveyances, or other similar instruments to evidence the elimination of Claims and encumbrances.

6. CONFIDENTIALITY

Except as required by applicable law or as reasonably necessary to effectuate this Agreement, the Parties shall keep the terms of this Agreement, the amount of the Consideration and the underlying facts and negotiations strictly confidential and shall not disclose such information to any third party.

7. NO ADMISSION OF LIABILITY

The Parties agree that this Agreement and any actions taken in accordance with it are not and shall not be construed as an admission of liability, fault, wrongdoing, or violation of law by any Party, and such matters are expressly denied.

8. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party and its affiliates from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such Party's representations, warranties or covenants under this Agreement.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below (or to such other address as the receiving Party may designate by notice in accordance with this Section).

10. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located within the county in that State, and each Party consents to the personal jurisdiction and venue of such courts.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, representations and warranties, whether written or oral, concerning such subject matter.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith a substitute provision to carry out the original intent.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Parties. No failure or delay by any Party in exercising any right shall operate as a waiver of such right.

14. COUNTERPARTS

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 transmitted by electronic means shall be binding as originals.

15. MISCELLANEOUS

The Parties acknowledge that they have been advised and had the opportunity to obtain independent legal counsel prior to executing this Agreement, and further acknowledge that they have read and understand all provisions of this Agreement.

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