Legal Land Waiver

LEGAL LAND WAIVER

This Legal Land Waiver (the "Waiver") is made and entered into as of Day: Month: Year: by and between Grantor Name: , having an address at Grantor Address: , and Grantee Name: , having an address at Grantee Address: .

Recitals

WHEREAS, Grantor is the owner of certain real property described as Legal Description: located in County: ; and

WHEREAS, Grantor and Grantee desire to confirm the waiver, release and covenant not to sue of certain claims, rights, easements or interests in and to the Property described below, subject to the terms and consideration set forth herein; and

WHEREAS, the parties intend by this Waiver to allocate risks, relinquish specified claims and provide certainty as to the extent of Grantor's rights in the Property as of the Effective Date.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Property" means the real property referenced in the Recitals, further described by parcel identifier or tax map number: and by legal description in Section 2 below.

2. Legal Description

The full legal description of the Property is set forth below and, together with any exhibit attached hereto, forms part of this Waiver.

3. Waiver and Release

3.1 Grantor, on behalf of itself and its successors, assigns, heirs and agents, hereby knowingly, voluntarily and irrevocably waives, releases and forever discharges Grantee and Grantee's officers, employees, agents, successors and assigns from any and all claims, demands, causes of action, suits, liabilities, obligations and damages whether known or unknown, suspected or unsuspected, arising out of or relating to any asserted right, interest, easement, encroachment, trespass, nuisance or other claim pertaining to the Property as of the Effective Date, except as expressly reserved in this Waiver.

3.2 This release expressly includes, without limitation, any claims for damages to land, diminution of value, injunctive relief, or claims for costs and attorneys' fees that relate to the matters waived herein.

4. Consideration

4.1 In consideration for the covenants and releases contained herein, Grantee shall provide to Grantor consideration in the amount of $ (the "Consideration"), receipt of which Grantor acknowledges.

4.2 Payment of the Consideration shall be made in the manner and on the date set forth below: Payment Due Date: .

5. Representations and Warranties

5.1 Grantor represents and warrants that: (a) Grantor has the full right, power and authority to execute and deliver this Waiver and to grant the waivers and releases set forth herein; (b) the execution and performance of this Waiver does not and will not violate any other agreement to which Grantor is a party; and (c) there are no pending actions, liens or encumbrances that would render the releases ineffective except as disclosed in writing to Grantee prior to the Effective Date.

5.2 Grantee represents and warrants that it has the authority to accept the waivers contained herein on the terms set forth.

6. Covenants

6.1 Grantor covenants not to commence, maintain, or prosecute any action, claim or proceeding against Grantee arising from or related to claims waived by this Waiver.

6.2 The parties agree to execute such further instruments and take such further action as may be reasonably required to effectuate the purposes of this Waiver.

7. Indemnification

7.1 Grantor shall indemnify, defend and hold harmless Grantee from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, directly resulting from any breach of Grantor's representations, warranties or covenants contained in this Waiver.

8. Title and Possession

8.1 This Waiver does not constitute a conveyance of title or grant any estate in the Property. Except as expressly stated in this Waiver, all rights, title and interest of Grantor in the Property are reserved.

9. Notices

All notices required or permitted under this Waiver shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, postage prepaid, to the addresses set forth below or to such other address as a party designates by notice in accordance with this Section.

10. Amendments; Waiver

This Waiver may be amended or modified only by a written instrument signed by both parties. No waiver of any breach or default shall be deemed a waiver of any other right or of any subsequent breach.

11. Governing Law

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

12. Entire Agreement; Severability; Counterparts

12.1 This Waiver constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

12.2 If any provision of this Waiver is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

12.3 This Waiver 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 or electronic signatures shall be binding for all purposes.

13. Additional Provisions

13.1 Survival: The covenants, representations, warranties and indemnities contained in this Waiver shall survive the execution and delivery of this Waiver and the receipt of the Consideration.

13.2 No Admission: The parties acknowledge and agree that nothing in this Waiver shall be construed as an admission of liability or wrongdoing by any party.

Acknowledgment

Each party acknowledges that it has read this Waiver, understands its terms, has had the opportunity to consult with counsel of its choice, and executes this Waiver voluntarily and with full knowledge of its legal consequences.

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