Lien Offer Letter

Lien Offer Letter

This Lien Offer Letter (the "Offer") is made effective as of by and between Lienholder Name: (the "Lienholder") and Property Owner / Obligor Name: (the "Obligor").

Recitals

WHEREAS, the Lienholder asserts a recorded lien encumbering the real property described as: and more fully described in the instrument recorded as Instrument Reference: (the "Property"); and

WHEREAS, the Obligor desires to satisfy, compromise, or otherwise resolve the Lienholder's claim in accordance with the terms set forth below; and

WHEREAS, the parties intend that, upon compliance with the conditions of this Offer, Lienholder will execute and deliver a full and unconditional release and termination of the recorded lien described above.

Now, Therefore

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Offer and Acceptance

1.1 Offer: Lienholder offers to accept the sum of $ (the "Settlement Amount") from Obligor or Obligor's designated payer, subject to the terms and conditions set forth in this Offer. This Offer is expressly conditioned on strict compliance with payment and delivery requirements specified herein.

1.2 Expiration: This Offer will expire if not accepted in writing by Obligor on or before .

2. Payment Terms

2.1 Payment Due Date: Obligor shall deliver the Settlement Amount in cleared funds to Lienholder or the identified escrow agent no later than .

2.2 Payment Types: Obligor may tender payment by the following method(s) indicated below. Payment must be irrevocable and fully cleared prior to issuance of any release.

Wire transfer to account specified in Payment Instructions
Certified or cashier's check payable to Lienholder
Delivery to mutually agreed escrow agent (identify in Payment Instructions)

3. Release of Lien

3.1 Release Upon Payment: Upon receipt of the Settlement Amount in accordance with Section 2 and following clearance of funds, Lienholder shall execute, acknowledge and deliver to Obligor a full and unconditional release, satisfaction, and termination of the recorded lien affecting the Property and shall file or cause to be filed, at Lienholder's expense, all documents reasonably necessary to evidence termination of the lien with the appropriate recording office within business days after clearance of funds.

3.2 Effectiveness: The release shall be effective only upon confirmed receipt of funds and completion of all conditions precedent set forth in this Offer.

4. Conditions and Limitations

4.1 No Admission: Acceptance of the Settlement Amount and delivery of the Release shall not constitute an admission of liability by Lienholder for any purpose.

4.2 Entire Claim: The parties acknowledge that, except as expressly provided in this Offer, the parties release each other only to the extent expressly set forth herein and that payment of the Settlement Amount shall constitute full satisfaction only of the lien claim described in the Recitals.

5. Representations and Warranties

5.1 Lienholder represents and warrants that it is the current holder of the lien described in the Recitals, that the lien is valid and enforceable to the best of Lienholder's knowledge, and that there are no other recorded assignments or encumbrances made by Lienholder affecting the lien except as disclosed to Obligor in writing.

5.2 Obligor represents and warrants that it has authority to enter into this Offer and, if acting on behalf of an entity, has obtained all necessary approvals to bind such entity to the terms hereof.

6. Indemnity

Obligor shall indemnify, defend and hold harmless Lienholder and its officers, agents and employees from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Obligor's breach of this Offer, any false representation or warranty, or any act or omission by Obligor with respect to the Property or this settlement.

7. Notices

All notices, demands or communications required or permitted under this Offer shall be in writing and delivered to the addresses provided below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon delivery.

8. Amendments; Waiver; Counterparts

8.1 Amendments: This Offer may be amended or modified only by a written instrument executed by both parties.

8.2 Waiver: No waiver of any breach or default shall be deemed a waiver of any other or subsequent breach or default.

8.3 Counterparts and Electronic Signatures: This Offer may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. Governing Law; Venue

This Offer shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located in the county and state identified below.

10. Entire Agreement; Severability

10.1 Entire Agreement: This Offer contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oral.

10.2 Severability: If any provision of this Offer is held to be invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the minimum extent necessary to make it enforceable.

11. Additional Provisions

11.1 Duty to Cooperate: Each party shall execute and deliver such further documents and take such further actions as may be necessary to effectuate the purposes of this Offer.

11.2 Expense Allocation: Unless otherwise agreed in writing, each party shall bear its own costs and attorneys' fees incurred in connection with negotiation and execution of this Offer.

Acceptance

To accept this Offer, Obligor must sign below where indicated and return a fully executed copy to Lienholder at or before the Expiration Date. Acceptance is effective only when both parties have executed this Offer.

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