Legal Non-Condemnation Declaration

LEGAL NON-CONDENMATION DECLARATION

This Legal Non-Condemnation Declaration (the "Declaration") is made as of Effective Date: by and between Declarant Name: (Declarant), a Entity Type: Individual Corporation LLC, with principal address: and Beneficiary Name: (Beneficiary), with principal address: .

RECITALS

WHEREAS, Declarant is the owner of certain real property described as: (the "Property"), identified by Parcel Number:

WHEREAS, Beneficiary has an interest in preserving the current use, value and improvements of the Property and requires assurance that the Property will not be subject to voluntary or involuntary condemnation, eminent domain action, or a taking without the express consent of Beneficiary except as expressly provided herein; and

WHEREAS, the parties desire to set forth in writing their agreement that the Declarant will not institute, support, consent to, or accept any condemnation or taking of the Property except under limited circumstances set forth below.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Declaration, the following terms shall have the meanings set forth below: "Condemnation" or "Taking" means any exercise of eminent domain power or other governmental or quasi-governmental action that results in the acquisition, physical taking, regulatory taking, or other dispossession of fee simple title to, leasehold interests in, or rights affecting the Property. "Proceeding" means any administrative, legislative, or judicial process instituted to effect a Condemnation.

2. DECLARATION OF NON-CONDENMATION

Declarant hereby covenants, for itself and its successors and assigns, that it shall not, directly or indirectly, initiate, pursue, support, consent to, or accept any Condemnation or Taking of all or any portion of the Property, except as expressly permitted under Section 2.2. Declarant further agrees not to transfer, assign, or encumber any interest in the Property in a manner that would authorize or facilitate a Condemnation absent Beneficiary's prior written consent.

2.1 Prohibited Actions. For clarity, the following actions are prohibited without Beneficiary's prior written consent: (a) initiating eminent domain proceedings; (b) consenting to condemnation by any governmental or quasi-governmental body; (c) entering into agreements that condition development, sale, or conveyance of the Property upon a party's right to effect a Taking.

2.2 Permitted Exceptions. Notwithstanding the foregoing, Condemnation shall be permitted only if all of the following occur: (a) a court of competent jurisdiction or an authorized governmental entity issues a final, non-appealable order compelling acquisition; (b) Declarant provides Beneficiary written notice and a reasonable opportunity to participate in any proceedings; and (c) the proceeds or compensation resulting from such Condemnation are handled in accordance with Section 5. If parties desire additional exceptions, describe them here:

3. COVENANT RUNNING WITH THE LAND

This Declaration shall be a covenant running with the land and shall be binding upon and inure to the benefit of Declarant and Beneficiary and their respective heirs, successors and assigns. Declarant shall record or cause to be recorded this Declaration in the official land records of the county in which the Property is located to provide constructive notice to third parties.

4. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (a) Declarant is the lawful owner of the Property or has the authority to execute and deliver this Declaration; (b) there are no pending Condemnation proceedings affecting the Property as of the Effective Date; (c) to Declarant's knowledge, there are no unrecorded agreements that would conflict with the covenants contained herein; and (d) execution of this Declaration will not violate any applicable law or contractual obligation of Declarant.

5. COMPENSATION AND DISTRIBUTION

If, despite this Declaration, compensation or proceeds are awarded or paid as a result of Condemnation of all or any part of the Property, such proceeds shall be applied first to restoration or replacement of the Property as required by applicable law. Any net proceeds shall be distributed in accordance with the parties' respective interests, subject to any lien or encumbrance of record. Specify the intended division of net proceeds (if any particular allocation is required):

6. TERM; TERMINATION

This Declaration shall remain in effect in perpetuity unless expressly terminated in writing by mutual written agreement of Declarant and Beneficiary. If the parties agree on a termination date, insert it here:

7. REMEDIES

Beneficiary shall be entitled to seek all equitable and legal remedies for breach of this Declaration, including injunctive relief and specific performance, in addition to monetary damages. Declarant acknowledges that a breach would cause irreparable harm for which monetary damages may be inadequate and agrees that Beneficiary may seek provisional remedies without posting a bond where permitted by law.

8. NOTICES

All notices required or permitted under this Declaration shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section). Notices shall be effective upon personal delivery, confirmed delivery by courier service, or three (3) days after deposit in the United States mail, certified or registered, postage prepaid.

9. AMENDMENT; WAIVER

This Declaration may be amended or modified only by an instrument in writing signed by both parties. No waiver by either party of any breach shall be effective unless in writing and signed by the waiving party, and no such waiver shall be construed as a waiver of any subsequent breach.

10. GOVERNING LAW; VENUE

This Declaration shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising under this Declaration shall lie exclusively in the state or federal courts located in the county in which the Property is located unless otherwise agreed in writing.

11. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Declaration is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Declaration may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. MISCELLANEOUS

The obligations, covenants and restrictions set forth herein shall be binding upon and enforceable by the parties, their successors, assigns and any person acquiring an interest in the Property. No third party shall have rights under this Declaration except as expressly provided herein.

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