Legal AA Document

LEGAL AA DOCUMENT

This Assignment and Assumption Agreement (this Agreement) is entered into as of by and between Assignor Name: , a organized under the laws of (Assignor), and Assignee Name: , a organized under the laws of (Assignee).

RECITALS

WHEREAS, Assignor is the owner of certain rights, title and interests in and to the assets described herein and has the authority to assign such rights; and

WHEREAS, Assignee desires to accept the assignment of such assets and, subject to the terms and conditions set forth in this Agreement, to assume certain related liabilities; and

WHEREAS, the parties wish to set forth the terms and conditions governing the assignment and assumption of such assets and liabilities.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms shall have the meanings set forth below. "Assigned Assets" means the assets described in Section 2. "Assumed Liabilities" means the liabilities the Assignee expressly assumes pursuant to Section 3. "Effective Date" means the date set forth above.

2. ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Assigned Assets described below.

3. ASSUMPTION

3.1 Assumption of Liabilities. Subject to the terms and conditions contained herein, Assignee accepts and agrees to assume, perform and discharge the Assumed Liabilities arising on or after the Effective Date as set forth below. Assignee shall not be responsible for any liabilities of Assignor except those expressly identified as Assumed Liabilities.

4. CONSIDERATION

In consideration for the assignment and assumption set forth in this Agreement, Assignee shall pay to Assignor the sum specified below and comply with the payment terms set forth herein.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor Representations. Assignor represents and warrants to Assignee that: (a) Assignor is the lawful owner of the Assigned Assets free and clear of any liens, claims or encumbrances except as disclosed in writing to Assignee; (b) Assignor has full corporate or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) the execution and performance of this Agreement will not result in a breach of any material contract or obligation to which Assignor is bound.

5.2 Assignee Representations. Assignee represents and warrants to Assignor that: (a) Assignee has full corporate or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (b) Assignee's obligations hereunder are valid, binding and enforceable.

6. COVENANTS

Each party covenants to execute and deliver such further instruments and take such further actions as may reasonably be required to consummate the transactions contemplated by this Agreement and to effectuate and perfect the Assignment and Assumption.

7. INDEMNIFICATION

7.1 Indemnification by Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all Losses arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement or arising from facts or circumstances existing prior to the Effective Date, including undisclosed liens and claims.

7.2 Indemnification by Assignee. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all Losses arising out of Assignee's breach of this Agreement or Assumed Liabilities.

8. DEFAULT; REMEDIES

Upon the occurrence of any material breach by a party, the non-breaching party shall provide written notice to the breaching party describing the breach with reasonable specificity. If the breaching party fails to cure such breach within thirty (30) days after receipt of such notice, the non-breaching party may pursue all remedies available at law or in equity, including specific performance, injunctive relief and recovery of damages.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may specify by notice pursuant to this Section).

10. GOVERNING LAW

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

11. 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.

12. 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 be affected or impaired.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall be deemed a waiver of any subsequent breach.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmitted by electronic means shall be effective as originals.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Each party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement.

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