Legal Owner Certification Form

LEGAL OWNER CERTIFICATION FORM

This Legal Owner Certification Form (the "Certification") is made as of Effective Date: , by and between Owner Name: ("Owner") and Requesting Party Name: ("Recipient").

RECITALS

WHEREAS, Owner claims legal and beneficial ownership of the asset(s) described below and seeks to certify such ownership to Recipient for the purposes stated herein;

WHEREAS, Recipient requires a written, sworn certification of ownership, including representations regarding title, encumbrances, and authority to transfer or encumber the asset(s); and

WHEREAS, the parties intend by this Certification to set forth the Owner's express warranties, covenants, and remedies available to Recipient in the event of a misrepresentation.

NOW, THEREFORE

In consideration of the mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Recipient agree as follows.

1. DEFINITIONS

For purposes of this Certification, the following terms shall have the meanings set forth below:

"Certified Property" means the asset(s) described in Section 2 of this Certification.

2. DESCRIPTION OF CERTIFIED PROPERTY

3. CERTIFICATION AND REPRESENTATIONS

Owner hereby certifies, represents, and warrants to Recipient, as of the Effective Date, under penalty of perjury, that:

(a) Owner is the sole legal and beneficial owner of the Certified Property and has good and marketable title thereto, free and clear of all liens, encumbrances, security interests, leases, options, claims, or restrictions except as expressly disclosed in writing to Recipient in the form attached hereto or provided below.

(b) Owner has full authority, capacity, and legal power to execute, deliver, and perform this Certification and to bind Owner to the terms hereof; no consent, approval, authorization, or other action by any third party or governmental authority is required for Owner's execution, delivery, or performance.

(c) There are no pending or, to Owner's knowledge, threatened actions, claims, or proceedings that would impair Owner's title to the Certified Property or result in a material adverse change to the matters certified herein.

4. ENTITY TYPE AND AUTHORITY

Owner certifies the following entity type by checking the appropriate box and, if Other, specifying the form of organization. Owner further certifies that the individual signing on behalf of Owner (if an entity) has been duly authorized to bind Owner.

5. FURTHER ASSURANCES; DELIVERY OF DOCUMENTS

Owner agrees, at Recipient's reasonable request and expense, to execute and deliver such further instruments, affidavits, releases, assignments, or other documents as may be necessary or desirable to confirm or perfect Recipient's rights, or to evidence Owner's title, ownership, or authority with respect to the Certified Property.

6. USE OF CERTIFICATION; RELIANCE

Recipient is authorized to rely upon the certifications, representations, and warranties made herein by Owner and may disclose the contents of this Certification to third parties having a legitimate need to know in connection with Recipient's evaluation, recording, or processing of the Certified Property. Recipient's reliance shall be reasonable and in good faith.

7. INDEMNIFICATION

Owner shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants made by Owner in this Certification, or from any false statement contained herein.

8. CONFIDENTIALITY

Except as required by applicable law or by a court or governmental authority, Recipient shall maintain the confidentiality of non-public details of this Certification and the documentation delivered pursuant hereto. Notwithstanding the foregoing, Recipient may disclose information to advisors, lenders, title companies, insurers, or as reasonably necessary to enforce this Certification.

9. NOTICES

All notices, requests, consents, and other communications required or permitted under this Certification shall be in writing and delivered to the address for the party set forth below (or such other address as either party may designate by notice to the other).

10. GOVERNING LAW; VENUE

This Certification 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 exclusive jurisdiction and venue in the state or federal courts located within that State.

11. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Certification constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification to this Certification must be in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12. SEVERABILITY

If any provision of this Certification is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the parties' intent to the fullest extent permitted by law.

13. COUNTERPARTS

This Certification may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective as originals.

14. CERTIFICATION OF TRUTH

By signing below, Owner certifies under penalty of perjury that the statements contained in this Certification are true, correct, and complete to the best of Owner's knowledge and belief, and that Owner understands that Recipient will rely on this Certification in its dealings related to the Certified Property.

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