Hawaii Assignment Agreement Template

Hawaii Assignment Agreement

This Assignment Agreement (the "Agreement") is made and entered into as of the Effective Date: by and between Assignor Name: , with principal business address: (hereinafter "Assignor"), and Assignee Name: , with principal business address: (hereinafter "Assignee").

RECITALS

WHEREAS, Assignor is the owner of certain rights, benefits, interests and remedies described further in Section 1 (the "Assigned Rights"), arising under or in connection with the agreement, contract, instrument, claim or other property identified below;

WHEREAS, Assignee desires to acquire, and Assignor desires to transfer and assign, such Assigned Rights upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Assignment effect a complete assignment in accordance with the terms below, subject to necessary consents, limitations and any retained rights expressly set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. ASSIGNED RIGHTS

1.1 Description of Assigned Rights. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the following rights and property (collectively, the "Assigned Rights"):

1.2 Excluded Rights. The assignment is subject to the following express exclusions (if none, state "None"):

2. CONSIDERATION

2.1 Consideration. In consideration of the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of $ (the "Consideration"), payable in accordance with the following terms:

3. ASSUMPTION OF OBLIGATIONS

3.1 Assumption. Effective as of the Effective Date, Assignee accepts and assumes all obligations, liabilities and duties arising under or relating to the Assigned Rights from and after the Effective Date, but shall not be responsible for obligations or liabilities of Assignor arising prior to the Effective Date except as expressly set forth in this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee, as of the Effective Date, that:

(a) Authority. Assignor has full power and authority to enter into and perform this Agreement and to transfer the Assigned Rights; such action has been duly authorized by all necessary corporate or other organizational action.

(b) Title. To Assignor's knowledge, the Assigned Rights are free and clear of liens, encumbrances, security interests and adverse claims except as disclosed in writing to Assignee:

(c) No Conflict. The execution and performance of this Agreement will not constitute a breach or default under any material agreement, order, or instrument to which Assignor is a party, except as disclosed below:

(d) Consents. All consents, waivers and approvals required of third parties or governmental authorities for the effectiveness of this Assignment are:

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants that: it has full power and authority to enter into and perform this Agreement; the execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly authorized; and Assignee has the financial capacity to perform its obligations under this Agreement.

6. INDEMNIFICATION

6.1 By Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of acts or omissions of Assignor or existing liabilities related to the Assigned Rights that arose prior to the Effective Date.

6.2 By Assignee. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of obligations assumed by Assignee under this Agreement after the Effective Date.

7. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested by the other party to effectuate the provisions and purposes of this Agreement, including, without limitation, any instruments of assignment, notice to third parties, or filings necessary to confirm the transfer of the Assigned Rights.

8. TAXES AND EXPENSES

Unless otherwise agreed in writing, all transfer, documentary, registration and similar taxes, fees and expenses incurred in connection with this Assignment shall be paid by .

9. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at their addresses set forth below (or to such other address as any party may designate by notice):

10. AMENDMENT, WAIVER AND COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof, and a waiver must be in writing. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Hawaii for the resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT

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

13. 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.

14. ADDITIONAL PROVISIONS

14.1 Further Assurances and Cooperation. Each party shall cooperate and execute such further documents and instruments and take such further actions as may be reasonably necessary to effectuate the intent and purposes of this Agreement.

14.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The word "including" means "including without limitation."

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