Transferor Declarations Form

TRANSFEROR DECLARATIONS FORM

This Transferor Declarations Form is made and entered into as of Effective Date: by and between Transferor Name: , Transferor Address: , and Transferee Name: , Transferee Address: .

RECITALS

WHEREAS, Transferor is the legal owner of the property, interest or assets described in Section 1 (the "Transferred Property"); and

WHEREAS, Transferee has requested certain declarations and representations from Transferor to document the condition of title, encumbrances, tax status and other matters material to the transfer and acceptance of the Transferred Property; and

WHEREAS, Transferor is willing to provide the declarations, representations and covenants set forth below in order to induce Transferee to accept the transfer.

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

1. DESCRIPTION OF TRANSFERRED PROPERTY

Transferor hereby declares that the Transferred Property consists of:

2. TRANSFEROR REPRESENTATIONS AND DECLARATIONS

Transferor represents, warrants and declares to Transferee that, as of the Effective Date and subject to any exceptions expressly stated in writing in this Form:

(a) Ownership and Authority. Transferor is the sole legal and beneficial owner of the Transferred Property and has full power, authority and legal right to transfer the Transferred Property free and clear of Transferor's interests. No consent of any other person or entity is required for the transfer except as disclosed in the exceptions field below.

(b) Title and Encumbrances. Except for the encumbrances, liens, security interests, restrictions and exceptions expressly listed below, the Transferred Property is free and clear of any liens, pledges, security interests, mortgages or other encumbrances:

(c) Compliance with Law; Permits. Transferor has complied with all material statutes, regulations and orders applicable to the ownership and transfer of the Transferred Property and has obtained all material consents, approvals and permits required for the transfer, except as disclosed in the exceptions field above.

(d) Taxes. Transferor has filed all tax returns and paid all taxes with respect to the Transferred Property that are due and payable through the Effective Date, except for taxes reflected on an exception above. Transferor's Taxpayer Identification Number (if applicable) is:

(e) Litigation and Claims. There are no pending or, to Transferor's knowledge, threatened actions, claims or proceedings that challenge Transferor's ability to transfer the Transferred Property or that would materially impair the value, use or transferability of the Transferred Property, except as disclosed in the exceptions field above.

3. COVENANTS

Transferor covenants to execute and deliver, at Transferor's expense, such further documents and instruments and to take such further actions as may be reasonably necessary or desirable to effectuate the transfer of the Transferred Property and to perfect Transferee's rights therein, including without limitation assignment instruments, affidavits, releases and certificates reasonably requested by Transferee.

4. INDEMNIFICATION

Transferor shall indemnify, defend and hold harmless Transferee, its affiliates, successors and assigns, from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of or resulting from (i) any breach of Transferor's representations, warranties or covenants in this Form, (ii) any undisclosed lien, encumbrance or tax liability relating to the Transferred Property, and (iii) any claim by a third party arising from Transferor's ownership of the Transferred Property prior to the Effective Date.

5. SURVIVAL

All representations and warranties of Transferor set forth in this Form shall survive the transfer of the Transferred Property and shall remain in full force and effect for a period of from the Effective Date, except to the extent a longer or different survival period is required by applicable law.

6. NOTICES

Notice to Transferor

Notice to Transferee

Notices shall be effective when delivered in writing and delivered in person, by nationally recognized courier, or by certified mail to the addresses set forth above or such other address as either party may designate in writing.

7. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. No delay or failure to exercise any right or remedy hereunder shall operate as a waiver thereof.

8. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Form constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating thereto.

10. SEVERABILITY

If any provision of this Form is held 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.

11. COUNTERPARTS

This Form 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 shall be deemed original signatures for all purposes.

12. EXECUTION AND CERTIFICATION

Transferor certifies under penalty of perjury that the statements and information contained in this Form are true, correct and complete to the best of Transferor's knowledge and belief, and that Transferor has the requisite authority to make the representations and to transfer the Transferred Property as set forth herein.

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