Title Confirmation Document

Title Confirmation Document

This Title Confirmation Document (the "Agreement") is made and entered into as of by and between Seller Name: , Entity Type: , with principal address: (the "Seller"), and Buyer Name: , Entity Type: , with principal address: (the "Buyer").

Recitals

WHEREAS, Seller is the record owner of the property and title interest more particularly described as: (the "Property"); and

WHEREAS, the parties desire to confirm the status of title, identify recorded instruments affecting title, and set forth the Seller's representations and obligations regarding title as of the effective date of this Agreement; and

WHEREAS, Buyer requires written confirmation of the matters set forth herein as a condition to closing or continued reliance on Seller's title to the Property.

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. Definitions

1.1 "Effective Date" means the date set forth in the opening paragraph of this Agreement. 1.2 "Encumbrances" means liens, mortgages, security interests, easements, covenants, conditions, restrictions, judgments, and other matters affecting title to the Property as of the Effective Date.

2. Confirmation of Title

Seller hereby confirms and certifies to Buyer that, as of the Effective Date, Seller is the sole legal and record owner of the Property and has the full right, power, and authority to convey, transfer, encumber or grant interests in the Property subject only to the Permitted Encumbrances described in Section 3. Seller further confirms that title is vested in Seller by the following instruments of record (include recording information where available):

3. Encumbrances and Exceptions

3.1 Seller discloses the following Encumbrances affecting the Property as of the Effective Date. Each item must include the nature of the encumbrance, the recording reference if any, and the party in whose favor it exists.

3.2 Permitted Encumbrances: Buyer acknowledges the following items as permitted exceptions to title for purposes of this Agreement:

4. Seller Representations and Warranties

Seller represents and warrants to Buyer, which representations and warranties shall survive the Closing (if any) and any transfer of the Property, that:

(a) Seller has good and marketable fee simple title to the Property free and clear of all liens and encumbrances except those disclosed in Section 3 and the Permitted Encumbrances;

(b) there are no pending actions, proceedings, claims, tax assessments, or governmental orders known to Seller that would reasonably be expected to adversely affect Seller's ability to convey the Property or which would cloud title; and

(c) Seller has not granted, assigned, or otherwise transferred any interest in the Property to any third party that is not disclosed in Section 2 or Section 3.

5. Covenants; Further Assurances

Seller covenants that, upon reasonable request and at Seller's expense prior to closing or within a reasonable period following execution, Seller will execute and deliver such documents and take such actions as Buyer may reasonably request to correct defects in title, to satisfy or remove encumbrances (other than Permitted Encumbrances), or to provide clear evidence of Seller's authority to convey the Property.

6. Indemnification and Remedies

6.1 Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all losses, liabilities, claims, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from any breach of Seller's representations or warranties in this Agreement or from any undisclosed Encumbrances existing as of the Effective Date.

6.2 In the event of a title defect or undisclosed encumbrance that materially impairs Buyer's interest in the Property, Buyer shall be entitled to seek specific performance, rescission, damages, or other equitable relief as provided by law, subject to any limitation of liability expressly set forth in this Agreement.

7. Notices

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section):

8. Amendments; Waiver; Counterparts

8.1 This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision hereof shall be effective unless in writing and signed by the party against whom such waiver is asserted.

8.2 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original.

9. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county in which the Property is located for any action arising under this Agreement.

10. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed to the extent of such invalidity and the remaining provisions shall remain in full force and effect.

11. Execution and Certification

The undersigned Seller and Buyer each certify under penalty of perjury under the laws of the governing jurisdiction that the information provided in this Title Confirmation Document is true, correct and complete to the best of their knowledge and that each is authorized to execute this Agreement on behalf of the party for which they sign.

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