Legal Ownership Attestation

LEGAL OWNERSHIP ATTESTATION

This Legal Ownership Attestation (the "Attestation") is made as of , by and between Owner Name: and Recipient Name: (collectively, the "Parties").

RECITALS

WHEREAS, Owner is the registered and/or beneficial holder of the asset or property described as: (the "Asset");

WHEREAS, Recipient requires a formal attestation of ownership, title status and encumbrance information for the Asset in connection with its evaluation, recordation or transfer;

WHEREAS, Owner is willing to provide this Attestation to induce Recipient to rely upon Owner's statements concerning ownership and title as provided herein.

NOW, THEREFORE

In consideration of the mutual covenants set forth in this Attestation and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Owner hereby certifies, represents, warrants and agrees as follows:

1. DEFINITIONS

For purposes of this Attestation, the following terms shall have the following meanings: "Owner" means the person or entity identified above as owner; "Recipient" means the person or entity identified above as recipient; "Effective Date" means the date first written above; "Record Title" means the title as reflected in public records or registered title instruments identified in Section 2.

2. ATTESTATION OF OWNERSHIP

Owner hereby warrants and attests that as of the Effective Date Owner is the lawful and beneficial owner of a interest in the Asset and holds such interest free and clear of all claims, excepting only those encumbrances expressly disclosed in this Attestation.

Date of acquisition by Owner: , .

Record evidence of title provided:

3. ENCUMBRANCES AND EXCEPTIONS

Owner discloses the existence of the following encumbrances, liens, pledges, leases or other interests affecting the Asset (if none, indicate "None" below):

Is the Asset subject to any pending or threatened litigation, claim, or governmental proceeding? Yes No

4. REPRESENTATIONS AND WARRANTIES

Owner represents and warrants to Recipient that, as of the Effective Date:

(a) Owner has full right, power and authority to make this Attestation and to bind Owner with respect thereto; any necessary corporate, trust or partner approvals have been obtained.

(b) The statements contained in this Attestation are true, accurate and complete in all material respects and do not omit any material fact necessary to make the statements not misleading.

(c) Except as disclosed in Section 3, there are no liens, security interests, encumbrances or third-party claims that would materially impair Owner's ability to transfer or encumber the Asset.

5. COVENANTS AND TRANSFER RESTRICTIONS

Owner covenants that until such time as Owner provides Recipient with a subsequent written release or amendment, Owner will not, without prior written notice to Recipient and, where applicable, Recipient's prior written consent, assign, transfer, pledge or otherwise encumber the ownership interest in the Asset in a manner that would be inconsistent with the representations in this Attestation.

6. 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 Owner's representations, warranties or covenants contained in this Attestation.

7. REMEDIES

The remedies available to Recipient for a breach of this Attestation shall include the right to seek specific performance, injunctive relief and recovery of damages. The rights and remedies provided in this Attestation are cumulative and in addition to any other rights or remedies available at law or in equity.

8. CONFIDENTIALITY

Unless otherwise required by applicable law or legal process, Recipient shall keep confidential all non-public information provided by Owner in connection with this Attestation and shall use such information only for the purposes for which it was disclosed.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Attestation shall be in writing and delivered to the addresses below.

10. AMENDMENTS, WAIVER AND COUNTERPARTS

This Attestation may be amended only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Attestation may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Attestation shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties at the time of execution. This Attestation constitutes the entire agreement between Owner and Recipient with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Attestation is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

EXECUTION

The Parties have executed this Attestation through their duly authorized representatives as of the Effective Date first written above.

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