Legal TO Notice Form

LEGAL TO NOTICE FORM

This Legal TO Notice Form ("Notice") is made and entered into as of Effective Date: by and between Notifying Party: with principal address and Receiving Party: with principal address .

RECITALS

WHEREAS, Notifying Party holds certain rights, title, or interests in the asset(s) described herein and intends to provide formal notice to Receiving Party as required by contract, statute, or agreement; and

WHEREAS, the parties desire to document the nature, scope, and timing of the transfer, assignment, termination, or other disposition of the asset(s) and the obligations of each party following delivery of this Notice; and

WHEREAS, the parties intend that this Notice will constitute a formal written notice under applicable agreement(s) between them and will trigger the procedural and remedial provisions described below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Notice: "Asset" means the tangible or intangible property described in Section 2; "Effective Date" means the date specified in this Notice; "Transfer" means any sale, assignment, conveyance, termination, or other disposition of the Asset.

2. NOTICE OF TRANSFER

Notifying Party hereby provides formal written notice to Receiving Party of the following action(s) (check all applicable):

Transfer of Ownership
Assignment of Rights / Interests
Termination of Rights / Obligations
Other

Proposed Transfer Effective Date:   Estimated Consideration (if applicable):

3. DELIVERY OF DOCUMENTS; CONDITIONS

Notifying Party shall deliver all instruments, assignments, certificates, releases, and other documents necessary to effectuate the Transfer to Receiving Party no later than days after the Proposed Transfer Effective Date.

4. CURE RIGHTS; DEFAULT

Receiving Party shall have a cure period of days following receipt of this Notice to object in writing and to cure any stated defect or to assert any legal right to prevent the Transfer. If Receiving Party fails to timely object or cure, Notifying Party may proceed with the Transfer and exercise any remedies available at law or equity.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of its jurisdiction; (b) it has full power and authority to enter into this Notice and to perform its obligations hereunder; and (c) the execution, delivery and performance of this Notice will not violate any material agreement, law, or court order to which it is subject.

6. INDEMNIFICATION

Notifying Party shall indemnify and hold harmless Receiving Party from and against any third-party claims, losses, liabilities, or expenses arising out of any breach of Notifying Party's representations or failure to deliver the documents specified in Section 3. Receiving Party shall promptly notify Notifying Party of any claim and shall cooperate in the defense of any such claim.

7. NOTICES

All notices, consents, demands, or other communications required or permitted under this Notice must be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below (or to such other address as either party may designate by notice in accordance with this Section).

8. AMENDMENT; WAIVER

This Notice may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Notice shall be effective unless in writing and signed by the party against whom the waiver is asserted. A waiver of any breach shall not operate as a waiver of any subsequent breach.

9. COUNTERPARTS

This Notice 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 delivered by electronic image shall be binding for all purposes.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Notice shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Notice is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. MISCELLANEOUS

The headings in this Notice are for convenience only and shall not affect interpretation. Any obligation which by its nature survives termination or expiration of this Notice shall so survive.

Authority to Sign: Each individual signing below represents and warrants that he or she has been duly authorized to execute this Notice on behalf of the party for which they sign and to bind such party to the terms hereof.

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