Warranty of Title Deed

WARRANTY OF TITLE DEED

This Warranty of Title Deed ("Deed") is executed as of by Grantor Name: whose address is , and Grantee Name: whose address is .

RECITALS

WHEREAS, Grantor represents that Grantor is the lawful owner in fee simple of certain real property described herein and has full power and authority to convey fee simple title free from all claims except as expressly set forth in this Deed;

WHEREAS, Grantee desires to accept a conveyance of such property and Grantor desires to convey and warrant such title to Grantee upon the terms and conditions set forth in this Deed;

WHEREAS, the parties intend that this instrument constitutes a present conveyance with full warranty covenants customary in warranty deeds under the laws of the governing jurisdiction.

NOW, THEREFORE

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

1. GRANT AND CONVEYANCE

Grantor does hereby grant, bargain, sell, convey, and warrant to Grantee, and Grantee's heirs, successors and assigns, all of Grantor's right, title, and interest in and to the real property legally described below and all appurtenances thereto (the "Property"), subject only to matters of record expressly identified herein.

2. CONSIDERATION

The conveyance described in Section 1 is made for and in consideration of the sum of (United States dollars), receipt of which is acknowledged by Grantor, and other valuable consideration.

3. COVENANTS OF TITLE

3.1 Covenant of Seisin. Grantor covenants that Grantor is lawfully seized of the estate herein conveyed in fee simple, has good right and full power to convey the same, and that the Property conveyed is free of any claim by Grantor adverse to the title conveyed.

3.2 Covenant Against Encumbrances. Grantor warrants that the Property is free from all liens and encumbrances, except for those encumbrances and matters of record set forth below (the "Permitted Exceptions"):

3.3 Covenant of Quiet Enjoyment. Grantor covenants that Grantee shall have quiet and peaceful possession of the Property and that Grantee's possession will not be disturbed by virtue of any act or omission of Grantor or by any person claiming by, through, or under Grantor, except as expressly reserved or permitted by this Deed.

3.4 Further Assurances. Grantor shall execute and deliver such further instruments and take such actions as may be reasonably necessary to perfect and assure the title hereby conveyed, including correcting any defect in title arising from Grantor's acts or omissions.

4. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants to Grantee that, to the best of Grantor's knowledge, except as expressly disclosed in writing to Grantee prior to execution of this Deed: (a) there are no pending actions, suits, or proceedings affecting title to the Property; (b) Grantor has not suffered any bankruptcy or insolvency event materially affecting the Property; and (c) Grantor has complied with all laws, ordinances and regulations affecting the Property up to the date of this Deed.

5. INDEMNITY

Grantor agrees to indemnify, defend and hold harmless Grantee from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the covenants, representations or warranties made by Grantor in this Deed, or from any matter affecting title which was within Grantor's knowledge and not disclosed to Grantee prior to closing.

6. DELIVERY, RECORDING AND ACCEPTANCE

This Deed shall be deemed delivered upon physical transfer to Grantee or upon recordation in the public land records of the county in which the Property is located, whichever occurs first. Acceptance by Grantee is evidenced by Grantee's signature below.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Deed shall be in writing and shall be deemed received when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier to the addresses set forth below (or to such other address as a party may designate by written notice):

8. MISCELLANEOUS

8.1 Governing Law. This Deed shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflict of law principles.

8.2 Entire Agreement. This instrument contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

8.3 Severability. If any provision of this Deed is held to be invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity only, without affecting the remaining provisions of this Deed.

8.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Deed shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision shall not constitute a waiver of such provision.

8.5 Counterparts. This Deed may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ACKNOWLEDGMENT

Each person executing this Deed on behalf of a party represents and warrants that he or she has full authority to execute and deliver this Deed on behalf of such party and that such party is bound thereby. The covenants, warranties and agreements set forth in this Deed shall inure to the benefit of and be binding upon the parties and their respective heirs, successors and assigns.

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