Distribution Deed Template

DISTRIBUTION DEED TEMPLATE

This Distribution Deed is made on between Transferor: of (the "Transferor") and Transferee: of (the "Transferee").

RECITALS

WHEREAS, the Transferor is seized of or otherwise entitled to certain assets and rights described in Schedule A attached hereto (the "Assets");

WHEREAS, the Transferor wishes to effect an absolute distribution and transfer of the Assets to the Transferee on the terms and subject to the conditions set out in this Deed; and

WHEREAS, the Transferee agrees to accept the Assets and undertake such obligations as are set out in this Deed.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Deed the parties agree as follows:

1. DEFINITIONS

In this Deed, unless the context otherwise requires: "Assets" means the property, rights and interests described in Schedule A and any other property transferred pursuant to this Deed; "Effective Date" means the date first written above; "Encumbrances" means any mortgage, charge, lien, pledge, security interest, claim, option or right of third parties.

2. GRANT AND TRANSFER

2.1 Subject to clause 2.3, the Transferor hereby (as beneficial owner) absolutely and irrevocably transfers and assigns to the Transferee all right, title and interest in and to the Assets together with all rights, easements, liberties and appurtenances thereto belonging and all income, dividends and rights accruing or declared in respect thereof from the Effective Date.

2.2 The transfer under clause 2.1 is intended to be a conveyance by way of present transfer and delivery and the Transferor acknowledges that, upon execution of this Deed, legal and equitable title to the Assets shall pass to the Transferee subject only to the matters expressly preserved by this Deed.

2.3 The transfer is made free from all Encumbrances except those recorded in Schedule A or those which the Transferee has expressly accepted in writing prior to the Effective Date.

3. CONSIDERATION

3.1 The Transferor transfers the Assets to the Transferee for the consideration of (or other good and valuable consideration acknowledged by the parties), receipt of which is hereby acknowledged.

4. DESCRIPTION OF ASSETS (SCHEDULE A)

The Assets transferred by this Deed are detailed in Schedule A below. The Schedule includes particulars sufficient to identify each item transferred, including any registration numbers, account references, or other identifying information.

5. REPRESENTATIONS AND WARRANTIES

5.1 The Transferor represents and warrants to the Transferee that:

(a) the Transferor is the sole legal and beneficial owner of the Assets and has full power and authority to transfer the same;

(b) except as disclosed in Schedule A, the Assets are free from any Encumbrance; and

(c) to the Transferor's knowledge, there is no pending litigation, enforcement action or claim adversely affecting the Assets other than those disclosed in Schedule A.

6. COVENANTS

The Transferor covenants with the Transferee that the Transferor will at the Transferor's cost do and execute all such acts and things and further documents as may be reasonably required to give full effect to the transfer contemplated by this Deed, including the execution of transfer instruments and the delivery of title documents.

7. INDEMNITY

The Transferor shall indemnify and keep indemnified the Transferee against any loss, liability, cost or expense incurred by the Transferee arising from any breach of the Transferor's representations, warranties or covenants in this Deed, except to the extent that such loss arises from matters expressly set out in Schedule A or from the Transferee's own acts or omissions.

8. NOTICES

Any notice, demand or other communication required or permitted under this Deed shall be in writing and delivered by hand, by certified mail or by a nationally recognised courier service to the addresses set out below, or to such other address as a party may from time to time notify in writing to the other party.

9. AMENDMENTS AND WAIVER

No amendment of this Deed shall be effective unless it is in writing and signed by or on behalf of each party. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of that right.

10. COUNTERPARTS

This Deed may be executed in any number of counterparts and by the parties on separate counterparts, each of which when executed shall constitute an original but all of which together shall constitute one and the same instrument.

11. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below and the parties submit to the non-exclusive jurisdiction of its courts.

12. ENTIRE AGREEMENT

This Deed contains the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating to the transfer of the Assets.

13. SEVERABILITY

If any provision of this Deed is held to be illegal, invalid or unenforceable in whole or in part under any law, such provision shall to that extent be severed and the remaining provisions shall continue in full force and effect.

14. FURTHER ASSURANCE

Each party shall, at its own expense, execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out the purposes and intent of this Deed.

EXECUTION

This Deed is executed as a deed and is delivered and takes effect on the date first above written.

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