Legal Substitution Stipulation

LEGAL SUBSTITUTION STIPULATION

This Legal Substitution Stipulation (the "Stipulation") is entered into on this day of , , by and between: Transferor / Assignor: , having a principal address at ; and Transferee / Assignee: , having a principal address at .

Matter/Cause Title:    Court:    Case Number:

RECITALS

WHEREAS, Transferor is the current party of record, or lawful successor in interest, with respect to the rights and obligations described in the Matter identified above; and

WHEREAS, Transferee desires to accept and assume, and Transferor desires to transfer and assign, such rights, claims, causes of action, defenses, and obligations as set forth in this Stipulation; and

WHEREAS, the parties desire to set forth their agreement concerning substitution in the Matter and the effect of such substitution upon pending proceedings, fees, costs, and liabilities.

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. SUBSTITUTION / ASSIGNMENT

1.1 Transfer. Transferor hereby assigns, conveys and transfers to Transferee all of Transferor's right, title and interest in and to the claims, causes of action, rights, and remedies related to the Matter, to the extent assignable by law. This assignment includes all claims, contracts, and incidental rights associated with the Matter unless expressly excluded in writing.

1.2 Substitution. Where substitution of parties in pending litigation is required or appropriate, the parties agree to effect substitution as follows: Transferee shall be substituted in place of Transferor for all purposes in the Matter, and Transferor shall be withdrawn or dismissed from the Matter to the extent permitted by applicable law and court rules.

2. ASSUMPTION OF OBLIGATIONS

2.1 Assumption. Effective as of the Effective Date, Transferee accepts and assumes all obligations, liabilities, and duties that relate to the transferred rights and the Matter and agrees to perform and discharge such obligations when due.

2.2 No New Obligations. Except as expressly provided in this Stipulation, no party shall incur any new obligations by virtue of this Substitution other than those expressly assumed by Transferee.

3. REPRESENTATIONS AND WARRANTIES

3.1 Transferor's Representations. Transferor represents and warrants that (a) Transferor is the lawful owner of the rights being assigned, (b) to Transferor's knowledge, there are no undisclosed encumbrances or assignments affecting the transferred rights except as disclosed in writing, and (c) Transferor has full authority to enter into this Stipulation.

3.2 Transferee's Representations. Transferee represents and warrants that it has the capacity and authority to assume the rights and obligations described herein and will perform all assumed obligations in good faith and in a timely manner.

4. RELEASES AND RESERVATIONS

4.1 Release of Transferor. Upon substitution and to the extent permitted by law, the parties agree that Transferor shall be released from future liability arising solely from acts or omissions occurring after the Effective Date with respect to obligations assumed by Transferee; provided, however, that Transferor shall remain liable for obligations arising prior to the Effective Date unless expressly assumed by Transferee in writing.

4.2 Reservation of Defenses. All defenses, setoffs, rights of recoupment, and procedural or jurisdictional objections that existed prior to substitution are preserved by the party entitled to assert them unless waived in this Stipulation.

5. EFFECT ON PENDING PROCEEDINGS

5.1 Filings and Court Orders. The parties shall cooperate, execute and file any stipulations, notices, pleadings, or orders necessary to effectuate substitution in any tribunal in which the Matter is pending. Each party shall bear its own costs of filing unless otherwise agreed in writing.

5.2 Preservation of Rights. Substitution shall not be construed to prejudice or waive any party's rights in the Matter unless explicitly stated in this Stipulation.

6. COSTS, FEES AND TAXES

6.1 Allocation of Costs. Unless the parties otherwise agree in writing, each party shall be responsible for its own attorneys' fees, costs, and expenses incurred in connection with the preparation, negotiation, and implementation of this Stipulation.

6.2 Taxes. Any tax consequences arising from the assignment or transfer shall be borne by the party required to pay such taxes under applicable law, and the parties will cooperate in good faith to minimize adverse tax consequences.

7. NOTICES

Notices required or permitted under this Stipulation shall be given in writing and shall be deemed received upon personal delivery, one business day after deposit with an overnight courier service, or three business days after deposit in the United States mail, postage prepaid, addressed to the respective notice addresses set forth above or to such other address as a party may designate by written notice.

8. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Stipulation, including but not limited to executing assignments, consents, and filings with tribunals or third parties.

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Stipulation shall be effective unless in writing and signed by the parties against whom enforcement is sought. The failure of a party to enforce any right shall not constitute a waiver of that right or any other right.

10. GOVERNING LAW

This Stipulation shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Stipulation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, regarding such subject matter.

11.2 Severability. If any provision of this Stipulation is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Stipulation 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 (including facsimile or electronic image) shall be effective as originals.

ADDITIONAL TERMS

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