Legal Petition Successor

LEGAL PETITION SUCCESSOR

This Legal Petition Successor Agreement (Effective Date: ) is entered into by and between Original Petitioner: and Successor: . Original Petitioner and Successor are each referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Original Petitioner previously filed a petition in the under Case Number (the "Petition"), seeking relief described in the Petition and related filings; and

WHEREAS, Original Petitioner intends to transfer and assign all of its right, title and interest in and to the Petition and any related claims or causes of action to Successor; and

WHEREAS, Successor desires to accept such transfer and to assume responsibility for prosecution, settlement, and enforcement of the Petition on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

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

a) "Assignor" means Original Petitioner identified above. "Assignee" or "Successor" means Successor identified above. "Petition" means the pleadings, claims, causes of action, motions, hearings, and all filings and associated rights arising from the case identified above.

2. ASSIGNMENT

Assignor hereby irrevocably assigns, transfers and conveys to Successor all of Assignor's right, title and interest in and to the Petition and any and all claims, causes of action, evidentiary materials, pleadings, exhibits, and legal theories related thereto (collectively, the "Assigned Claims"), whether known or unknown, accrued or unaccrued, vested or contingent, together with the right to prosecute, compromise, settle, collect, or dismiss the Assigned Claims.

3. ASSUMPTION OF OBLIGATIONS

Successor accepts the assignment and hereby assumes and agrees to perform, satisfy and discharge any and all obligations, liabilities, and duties arising out of or relating to the Assigned Claims from and after the Effective Date. Successor shall indemnify, defend, and hold Assignor harmless from and against any claims, costs, losses, damages or liabilities arising from Successor's prosecution or handling of the Assigned Claims after the Effective Date, except to the extent such claims arise from Assignor's acts or omissions prior to the Effective Date.

4. AUTHORITY TO FILE SUBSTITUTION

Assignor authorizes Successor to execute and file any documents, declarations, or stipulations necessary to effectuate substitution of parties in the court docket and to take such actions as Successor reasonably deems necessary to prosecute, settle, or otherwise manage the Petition, including but not limited to the execution of filings to effect substitution and the delivery of notices required by law or court rule.

5. CONSIDERATION

The Parties acknowledge that this Assignment is made for good and valuable consideration, the sufficiency of which is hereby acknowledged. Consideration (if any): .

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other as follows: (a) it has full power and authority to enter into and perform this Agreement; (b) the person executing this Agreement on its behalf is duly authorized; (c) this Agreement constitutes a valid and binding obligation enforceable according to its terms; and (d) Assignor is the sole legal owner of the rights being assigned and no other person has an ownership interest in the Assigned Claims except as disclosed in writing to Successor prior to the Effective Date.

7. COOPERATION AND FURTHER ASSURANCES

Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the intent of this Agreement, including but not limited to executing substitutions of counsel, notices to opposing parties, withdrawals or re-filed pleadings, and other filings required by the court.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal service, nationally recognized overnight courier, or first-class mail to the addresses set forth above, or to such other address as a Party may designate by written notice to the other Party in accordance with this Section. Notice is effective upon receipt.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of , without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under or in connection with this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, relating to the assignment and succession of the Petition.

11. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall negotiate in good faith a lawful provision that most closely effects the Parties' intent in entering into this Agreement.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties. No waiver by any Party of any breach or default shall be deemed a waiver of any subsequent breach or default.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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. Signatures transmitted by electronic means shall be treated as originals for all purposes.

14. FURTHER ASSURANCES

Following the Effective Date, each Party shall cooperate and execute such additional documents and take such further actions as may be reasonably necessary to give full effect to this Agreement, including but not limited to providing powers of attorney, substitutions of counsel, and consents required by the court or third parties.

The Effective Date of this Agreement is the date first written above. Parties acknowledge that this instrument may be filed with the court and become part of the court record to effect the substitution or assignment.

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