Legal Ownership Supporting Document

LEGAL OWNERSHIP SUPPORTING DOCUMENT

This Legal Ownership Supporting Document (the "Document") is executed as of the day of , by and between Owner Name: (the "Owner") and Recipient Name: (the "Recipient").

Recitals

WHEREAS, Owner claims legal title, beneficial ownership, or other proprietary interest in the asset described as: identified by: ;

WHEREAS, Recipient requires documentary proof and a certification of ownership and chain of title to verify Owner's authority to transfer, encumber, pledge, or otherwise represent the asset for the purpose stated below;

WHEREAS, Owner is willing to provide this Document and the listed supporting documents to Recipient subject to the representations, warranties, and terms set forth herein.

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 agree as follows:

1. Definitions

Capitalized terms used in this Document and not otherwise defined have the meanings ascribed to them herein. "Supporting Documents" means the originals or certified copies enumerated in Section 3 that evidence Owner's title, right, or interest in the Asset.

2. Description of Asset and Ownership

Percentage or extent of Owner's claimed interest: . Date interest was acquired: day of , .

3. Supporting Documents

Owner hereby represents that the following Supporting Documents are true, current, and are being delivered or made available to Recipient:

Chain of title / ownership history
Certificate of title or registration
Bill of sale or transfer instrument
Corporate resolution, trust instrument, or power authorizing transfer
Other (describe in list above)

4. Representations and Warranties of Owner

Owner represents and warrants to Recipient that: (a) Owner is the sole legal and beneficial owner of the Asset to the extent claimed herein, free and clear of all liens, encumbrances, security interests, claims and restrictions except as expressly disclosed in the Supporting Documents; (b) Owner has full authority to execute and deliver this Document and to provide the Supporting Documents; (c) the facts set forth in the Supporting Documents are true, correct and complete in all material respects as of the Effective Date; and (d) there is no pending or, to Owner’s knowledge, threatened litigation or proceeding that would materially impair Owner's title or ability to convey or encumber the Asset.

5. Use, Delivery and Retention of Documents

Recipient may use the Supporting Documents solely for the purpose stated herein and shall not disclose originals to third parties except as required by law or with Owner's prior written consent. Original Supporting Documents shall be returned to Owner upon request, unless otherwise agreed in writing.

6. Indemnification

Owner shall indemnify, defend and hold harmless Recipient from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of the representations or warranties set forth in this Document or any material misstatement or omission in the Supporting Documents, except to the extent such losses arise from Recipient's willful misconduct or material breach of this Document.

7. Confidentiality and Data Handling

Recipient shall treat the Supporting Documents and any non-public information received pursuant to this Document as confidential and shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care. Recipient may disclose confidential information to its advisors and affiliates who have a need to know and who are bound to confidentiality obligations no less restrictive than those in this Document.

8. Notices

Notices shall be in writing and delivered by hand, courier, or certified mail to the addresses above and shall be effective upon receipt.

9. Amendments; Waiver; Counterparts

This Document may be amended or waived only by a written instrument signed by both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right. This Document may be executed in counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10. Governing Law; Entire Agreement; Severability

This Document shall be governed by and construed in accordance with the laws of the jurisdiction in which the Asset is principally located or registered. This Document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Document is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

11. Certifications and Acknowledgements

Owner certifies under penalty of perjury that the statements made in this Document and in the Supporting Documents are true and correct to the best of Owner's knowledge, information and belief. Owner acknowledges that material misrepresentation may give rise to liability, including monetary damages and equitable relief.

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