Legal Order to Sign

LEGAL ORDER TO SIGN

This Legal Order to Sign (the Order) is entered into as of the day of , , by and between Petitioner: and Respondent: (each a Party and together the Parties).

RECITALS

WHEREAS, the Parties have entered into certain transactions, agreements or conveyances that require one or more original instruments, documents, deeds, releases, assignments, consents or acknowledgments (collectively, the Documents) to be signed, delivered and, where appropriate, recorded or filed to effectuate the Parties' rights and obligations;

WHEREAS, Respondent has failed or refused to execute the Documents as required under the underlying agreements or as necessary to complete the transactions described in Recital A, and such failure threatens to cause material harm or irreparable injury to Petitioner or other third parties;

WHEREAS, the Parties desire to resolve the dispute and establish an enforceable mechanism requiring execution, delivery and, where applicable, delivery for recording or filing of the Documents within specific timeframes and subject to enforcement remedies set forth below;

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 acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Documents" means the specific instruments, agreements, assignments, releases, consents, deeds, affidavits, or other writings described in Section 2 and in the document schedule provided by Petitioner to Respondent and attached hereto by reference. The Parties contemplate that Documents may be originals, counterparts or electronic copies where permitted by law.

2. FINDINGS AND DETERMINATIONS

2.1 The Parties represent and agree that the Court or governing authority has jurisdiction to approve enforcement of this Order and that execution of the Documents is necessary to give full effect to the Parties' agreed transactions or to effectuate settlement of disputes between the Parties.

2.2 The Parties acknowledge that they have had the opportunity to consult counsel concerning the terms and legal effect of this Order and that the factual predicates for issuing the Order have been established to the extent required by applicable law.

3. ORDER TO EXECUTE DOCUMENTS

3.1 Respondent is hereby ordered, directed and required to execute, acknowledge, deliver and, where applicable, cause the Documents to be properly recorded or filed with the appropriate public office within days after receipt of a final conforming copy of each Document from Petitioner or Petitioner's counsel. Execution shall be in substantially the form provided to Respondent unless otherwise agreed in writing.

3.2 Where execution requires notarization or other formalities, Respondent shall execute before a qualified notary public or official and shall cooperate in completing any acknowledgement or affidavit required to effectuate recording or filing.

4. DELIVERY; ESCROW; RECORDING

4.1 Upon execution, Respondent shall deliver originals of executed Documents to: at the following address:

4.2 If required by Petitioner, executed originals shall be placed in escrow with the named recipient or with the Parties' agreed escrow agent, and any documents required for recording shall be delivered promptly for recordation and return of recorded originals to the designated recipient.

5. REMEDIES AND ENFORCEMENT

5.1 In the event of Respondent's failure to comply with Section 3, Petitioner shall be entitled to seek enforcement, including (a) an order holding Respondent in contempt; (b) an award of reasonable attorneys' fees, costs and expenses incurred in obtaining compliance; (c) the appointment of a limited agent or attorney-in-fact for Respondent with authority to execute and deliver the Documents on Respondent's behalf for the limited purposes described herein; and (d) any other relief available at law or in equity to effectuate the Parties' agreement and prevent prejudice to Petitioner.

5.2 Any power of attorney or limited agency granted by order shall be strictly construed, narrowly tailored to the Documents described, and subject to prompt accounting and delivery of executed instruments to the recipient specified in Section 4.

6. COSTS; ATTORNEYS' FEES

If Respondent's noncompliance necessitates further proceedings to enforce this Order, Respondent shall be liable for Petitioner’s reasonable attorneys' fees, costs and expenses incurred in connection with such enforcement, unless otherwise determined by the enforcing authority.

7. NOTICES

7.1 All notices, demands or communications required or permitted under this Order shall be in writing and delivered to the Parties' addresses set forth below or to such other address as a Party may specify in writing in accordance with this Section.

8. AMENDMENTS; WAIVER

8.1 No amendment, modification or waiver of any provision of this Order shall be effective unless made in writing and signed by both Parties or ordered in writing by the enforcing authority.

8.2 The failure of any Party to insist upon strict performance of any provision of this Order shall not be construed as a waiver of any subsequent breach of such provision or of any other provision.

9. COUNTERPARTS; EXECUTION

This Order 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 image signatures shall be binding for purposes of enforcement to the same extent as original signatures, to the extent permitted by law.

10. GOVERNING LAW; JURISDICTION

This Order shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts having jurisdiction over the county of for enforcement of this Order.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Order constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the execution and delivery of the Documents.

11.2 If any provision of this Order is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect to the extent consistent with the Parties' intent.

12. MISCELLANEOUS PROVISIONS

12.1 Each Party warrants that the individual signing on its behalf is duly authorized to execute this Order and to bind that Party to its terms.

12.2 Prompt compliance with the terms of this Order is a material term; delay without good cause shall be treated as a breach subject to the remedies set forth above.

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