Legal Notice of Transfer

LEGAL NOTICE OF TRANSFER

This Legal Notice of Transfer (the Notice) is made this day of , by and between Transferor Name: (the "Transferor"), whose principal address is , and Transferee Name: (the "Transferee"), whose principal address is .

RECITALS

WHEREAS, Transferor is the owner of certain rights, title, and interest in or to the asset(s) identified as (the "Transferred Interest"); and

WHEREAS, Transferor desires to transfer and assign to Transferee, and Transferee desires to accept, the Transferred Interest pursuant to the terms and conditions set forth in this Notice; and

WHEREAS, this Notice is intended to notify all persons, entities, and record holders of the Transferor's assignment and to direct the updating of records and cessation of recognition of Transferor with respect to the Transferred Interest.

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 hereby agree as follows:

1. DEFINITIONS

1.1 "Transferred Interest" means the specific right, title, or interest described in Recital A and further detailed in the transfer schedule attached hereto and incorporated by reference. Detailed description:

1.2 "Effective Date" means the date on which the Transferred Interest is deemed transferred for all purposes, which shall be the day of , unless otherwise specified in writing.

2. NOTICE OF TRANSFER

2.1 Transferor hereby gives formal notice to all persons, entities, custodians, registries, and record keepers having or claiming any interest in or responsibility for the Transferred Interest that Transferor has assigned, conveyed and transferred all of Transferor's right, title and interest in and to the Transferred Interest to Transferee as of the Effective Date.

2.2 All recipients of this Notice are directed to update their records, registers, ledgers, or other official documentation to reflect Transferee as the sole holder of the Transferred Interest and to cease recognition of Transferor's authority, rights, and privileges with respect to such Transferred Interest.

3. CONSIDERATION

As consideration for the transfer, the parties acknowledge receipt of the sum or consideration described as: and/or other valuable consideration as set forth in an accompanying agreement or schedule.

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor represents and warrants that Transferor is the lawful owner of the Transferred Interest, has full right and authority to transfer the Transferred Interest free and clear of any liens, encumbrances, or adverse claims, and that, to Transferor's knowledge, no third party has a superior claim to the Transferred Interest.

4.2 Transferee represents and warrants that Transferee has the requisite power and authority to accept the transfer and to perform its obligations under this Notice and any related agreement.

5. COVENANTS; FURTHER ASSURANCES

5.1 Each party covenants to execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the transfer, to perfect the Transferee's title, and to carry out the intent of this Notice.

6. INDEMNIFICATION

6.1 Transferor shall indemnify, defend and hold harmless Transferee from and against any and all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations or any claim that the transfer infringes upon rights of a third party or is subject to a prior encumbrance of which Transferor had actual knowledge at the time of transfer.

7. ASSIGNMENT; NO IMPAIRMENT

7.1 Except as expressly permitted by this Notice, neither party shall assign any right or obligation under this Notice without the prior written consent of the other party. Any purported assignment in violation of this Section shall be void.

8. NOTICES

8.1 All notices, requests, consents and other communications required or permitted under this Notice shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as either party may designate in writing:

9. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in that State for any dispute arising under or related to this Notice.

10. ENTIRE AGREEMENT; SEVERABILITY

This Notice constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties with respect thereto. If any provision of this Notice is held to be invalid or unenforceable, the remainder of the Notice shall continue in full force and effect and such invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' original intent.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Notice may be amended only by a written instrument executed by both parties. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right. This Notice 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.

12. CERTIFICATION

The undersigned certify under penalty of perjury under the laws of the governing jurisdiction that the information contained in this Notice is true and correct to the best of their knowledge, that Transferor has authorized the transfer described herein, and that the person signing on behalf of each party is authorized to execute this Notice.

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