Legal Motor Certificate

LEGAL MOTOR CERTIFICATE

This Legal Motor Certificate is executed by Certifier Name: and Recipient Name: on this day of , .

RECITALS

WHEREAS, Certifier is the current holder of records and information concerning the motor vehicle described below (the "Vehicle"); and

WHEREAS, Recipient seeks a formal certification from Certifier as to the legal status, title condition, odometer reading and compliance with applicable motor vehicle laws and regulations for the Vehicle; and

WHEREAS, Certifier is authorized to make the representations and warranties set forth herein and to execute this Certificate for the purpose of providing assurances to Recipient and third parties relying thereon.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms have the following meanings: "Vehicle" means the motor vehicle identified in Section 2; "Encumbrance" means any lien, security interest, levy or other claim against title or ownership; "Certificate" means this Legal Motor Certificate.

2. VEHICLE IDENTIFICATION

3. CERTIFICATION

Certifier hereby certifies, to the best of Certifier's knowledge after reasonable inquiry, that as of the execution date of this Certificate:

(a) Title Status: The title to the Vehicle is: free and clear of encumbrances subject to a lien or encumbrance.

(b) If subject to a lien, Certifier identifies the lienholder(s) and nature of the encumbrance below and certifies that the information provided is complete and accurate to the best of Certifier's knowledge.

4. REPRESENTATIONS AND WARRANTIES

Certifier represents and warrants that:

(a) Certifier is the lawful record holder of all information and records relating to the Vehicle identified herein and has authority to make the certifications contained in this Certificate.

(b) To Certifier's knowledge, the Vehicle is not listed as stolen, salvage, non-repairable, or flood-damaged except as specifically disclosed in Writing below.

5. ODOMETER STATEMENT

Certifier certifies, to the best of Certifier's knowledge, that the odometer reading specified in Section 2 reflects the actual mileage of the Vehicle unless otherwise noted below.

6. COMPLIANCE WITH LAW AND REGISTRATION

7. INSPECTION AND ACCEPTANCE

Recipient acknowledges the opportunity to inspect the Vehicle and any records. Recipient's acceptance of the Vehicle either in writing or by taking possession shall constitute acceptance of the factual statements set forth in this Certificate except as expressly reserved in a signed written exception.

8. INDEMNIFICATION

Certifier agrees to indemnify, defend and hold harmless Recipient from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any material misrepresentation or omission in this Certificate, provided that Recipient notifies Certifier in writing promptly upon becoming aware of any claim.

9. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential or punitive damages arising out of this Certificate. The total aggregate liability of Certifier for any claim arising under this Certificate shall not exceed the fair market value of the Vehicle on the execution date, as determined in good faith by the parties or, failing agreement, by an independent appraiser.

10. NOTICES

All notices pursuant to this Certificate shall be in writing and delivered to the addresses below, and shall be effective upon personal delivery or three (3) business days after deposit with first-class mail, postage prepaid.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Certificate may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing signed by the party waiving such provision. This Certificate may be executed in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certificate shall be governed by and construed in accordance with the laws of the state identified for governing_law below, without regard to conflict of laws principles. This Certificate constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. CERTIFICATION

The undersigned certify under penalty of perjury that the information contained in this Certificate is true, complete and correct to the best of their knowledge and belief, and that they are authorized to execute this Certificate on behalf of the respective parties.

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