Property Release Agreement Form

PROPERTY RELEASE AGREEMENT

This Property Release Agreement (the "Agreement") is made as of Effective Date: , by and between Releasor: with principal address (the "Releasor"), and Releasee: with principal address (the "Releasee"). Releasor and Releasee are hereinafter collectively referred to as the "Parties."

Recitals

WHEREAS, Releasor is the owner or lawful possessor of certain tangible property described below (the "Property"); and

WHEREAS, Releasor desires to release, relinquish and transfer certain rights, claims, or liens to Releasee as set forth below, and Releasee desires to accept the release upon the terms and conditions contained in this Agreement; and

WHEREAS, the Parties intend by this Agreement to define and document the scope of the release, the consideration, and the respective representations, warranties and indemnities of the Parties.

NOW THEREFORE

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

1. Property Description

The Property that is the subject of this Agreement is described as follows (the "Property Description"). The Property Description shall include, without limitation, the location, identifying numbers, and any accessories or appurtenances being released.

2. Release

Upon the Effective Date and conditioned upon receipt of the agreed consideration set forth in Section 3, Releasor hereby fully and forever releases, relinquishes, and discharges Releasee and Releasee's officers, directors, agents, servants, employees, successors and assigns (collectively "Releasee Parties") from any and all claims, demands, causes of action, liens, encumbrances, liabilities, obligations, losses, costs and expenses, whether known or unknown, fixed or contingent, arising out of or in any way connected with the Property prior to the Effective Date, including but not limited to claims for possession, title, damages, or contribution.

3. Consideration

The Parties acknowledge and agree that the release provided by Releasor is supported by good and valuable consideration. Describe consideration below.

4. Representations and Warranties

Releasor represents and warrants to Releasee that: (a) Releasor is the lawful owner or has full authority to execute this Agreement with respect to the Property; (b) to Releasor's actual knowledge, there are no undisclosed third-party claims, liens, or encumbrances against the Property other than as disclosed in the list of encumbrances below; and (c) Releasor has not assigned, transferred, or otherwise encumbered the rights being released except as expressly disclosed in writing.

5. Title, Possession and Condition

Releasor warrants that, except as disclosed above, Releasor has good and marketable title to the Property and the right to transfer or release the same. Unless otherwise expressly agreed in writing, the Property is accepted by Releasee in its then-existing condition and Releasee assumes responsibility for any future costs or repairs related to the Property after the Effective Date.

6. Indemnification

Releasor agrees to indemnify, defend and hold harmless Releasee Parties from and against any and all losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations and warranties in this Agreement or any pre-existing condition of the Property not disclosed to Releasee. Releasee shall provide prompt written notice of any claim for which indemnification is sought and shall cooperate in the defense, at the indemnifying Party's expense.

7. Taxes and Assessments

Releasor shall be responsible for any taxes, assessments, or governmental charges attributable to periods prior to the Effective Date. Any transfer or documentary taxes arising from the transactions contemplated by this Agreement shall be borne as required by applicable law or as otherwise agreed in writing by the Parties.

8. Notices

All notices required or permitted under this Agreement must be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the Parties at their addresses set forth in the opening paragraph or at such other address as either Party may designate by written notice to the other in accordance with this Section.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

10. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, representations and agreements, whether written or oral. No modification of this Agreement shall be effective unless in writing and executed by both Parties.

11. Severability

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

12. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom enforcement is sought. The waiver by any Party of a breach shall not be deemed a waiver of any subsequent breach.

13. Counterparts and 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, including facsimile, email in portable document format, or other electronic signature technologies, shall be deemed original signatures for all purposes.

14. Miscellaneous

The Parties acknowledge that each has had the opportunity to consult with independent legal counsel and that the terms of this Agreement have been negotiated and are the product of mutual agreement. Headings are for convenience only and shall not affect interpretation.

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