Legal Consent Assignment

LEGAL CONSENT ASSIGNMENT

This Consent and Assignment Agreement (the Agreement) is made as of Effective Date: by and between Assignor Name: with a principal address at Assignor Address: , and Assignee Name: with a principal address at Assignee Address: .

RECITALS

WHEREAS, Assignor is the current holder of certain rights, title, and interests described herein (the Assigned Rights) arising under or related to the agreement identified as Agreement Name: dated Agreement Date: ;

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Assigned Rights to the extent permitted by law and by the terms of the referenced agreement; and

WHEREAS, the parties intend by this Agreement to document the assignment, the consent to that assignment, and the assumption of related obligations as set forth below.

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

1. DEFINITIONS

1.1 "Assigned Rights" means all rights, claims, benefits, remedies, causes of action and interests of Assignor arising under or in connection with the referenced agreement and further described in Section 2 below.

1.2 "Assignment Date" means the Effective Date set forth above.

2. ASSIGNMENT

2.1 Assignment. Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, including all rights to receive payments, make claims, pursue remedies and enforce obligations, to the fullest extent assignable under the referenced agreement and applicable law.

3. CONSENT AND ASSUMPTION

3.1 Consent. Assignee hereby expressly consents to the foregoing assignment and acknowledges receipt of all information reasonably required to evaluate the Assigned Rights.

3.2 Assumption. As of the Assignment Date, Assignee shall assume and discharge all obligations, duties and liabilities that, by their terms or by operation of law, are the subject of or related to the Assigned Rights, but only to the extent the obligations are expressly assumed in writing herein.

4. CONSIDERATION

4.1 In consideration for the assignment and the covenants contained in this Agreement, Assignee shall pay Assignor the sum of Amount: on or before Payment Date: , in accordance with the payment terms set forth below.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor represents and warrants that: (a) Assignor is the lawful owner of the Assigned Rights free and clear of liens and encumbrances except as disclosed in writing; (b) Assignor has full power and authority to enter into and perform this Agreement; and (c) no further consents are required from third parties to effectuate the transfer except as disclosed in writing.

5.2 Assignee represents and warrants that: (a) Assignee has the corporate or legal power to accept the assignment and to assume obligations as provided; (b) Assignee's execution and performance of this Agreement will not violate any other agreement to which it is a party; and (c) Assignee will perform the assumed obligations in good faith.

6. COVENANTS

6.1 Cooperation. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement, including providing notices to third parties and obtaining any consents required by applicable agreement terms.

6.2 No Release. Except as expressly set forth herein, no party shall be deemed released from any liabilities or obligations under the referenced agreement except to the extent expressly assumed in writing.

7. INDEMNIFICATION

7.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims or breaches relating to Assignor's ownership, representations or actions prior to the Assignment Date.

7.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's failure to perform assumed obligations after the Assignment Date.

8. NOTICES

8.1 All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice pursuant to this Section.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

10.1 Entire Agreement. This Agreement, together with any documents expressly referenced herein, contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written.

10.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

10.3 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

11. WAIVER; COUNTERPARTS; BINDING EFFECT

11.1 Waiver. No waiver by any party of any breach or default shall constitute a waiver of any other breach or default.

11.2 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be treated as originals.

11.3 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

12. MISCELLANEOUS

12.1 Further Assurances. Each party agrees to execute and deliver such further instruments and to take such further actions as may be reasonably required to effectuate the transactions contemplated by this Agreement.

12.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "includes" and "including" shall be construed to mean "including without limitation."

Sign Now