Legal Transfer and Assumption Agreement

Legal Transfer and Assumption Agreement

This Legal Transfer and Assumption Agreement (the Agreement) is made and entered into as of by and between Transferor Name: whose principal address is (Transferor), and Assignee Name: whose principal address is (Assignee). Transferor and Assignee are sometimes referred to herein collectively as the Parties and individually as a Party.

Recitals

WHEREAS, Transferor is the owner of certain assets, rights, agreements and interests described as: (Transferred Assets); and

WHEREAS, Transferor desires to transfer, assign and convey to Assignee, and Assignee desires to accept and assume from Transferor, the Transferred Assets and certain liabilities on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the transfer and assumption effected by this Agreement shall be effective as of the Effective Date.

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

1.1 "Transferred Assets" means the assets, property, contracts, rights and interests described in Schedule A attached hereto and supplemented by the description provided in the Agreement Description field. Transferor shall list material included assets in the Transferred Assets description:

1.2 "Assumed Liabilities" means only those liabilities expressly identified in Schedule B and set forth in the Assumed Liabilities field below. Except as expressly provided herein, Transferor shall remain responsible for any liabilities not expressly assumed by Assignee.

2. Transfer and Assignment

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably transfers, conveys, assigns and delivers to Assignee all of Transferor's right, title and interest in and to the Transferred Assets, free and clear of all liens, encumbrances and claims, except as expressly set forth in Schedule C (Permitted Encumbrances).

2.2 Further Assurances. At the request of Assignee, Transferor shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the transfer contemplated by this Agreement, including assignment instruments and consents required under third-party contracts.

3. Assumption of Liabilities

3.1 Assumption. Effective as of the Effective Date, Assignee hereby assumes and agrees to perform, discharge and pay when due each Assumed Liability described in the Assumed Liabilities field and Schedule B, and to indemnify Transferor for any breach by Assignee of this obligation.

3.2 Limitations. Assignee shall not be deemed to have assumed any liabilities of Transferor other than those expressly set forth in Schedule B. All other liabilities, obligations and indebtedness of Transferor shall remain obligations of Transferor.

4. Consideration

4.1 Consideration. In consideration for the transfer and assignment of the Transferred Assets and the assumption of the Assumed Liabilities, Assignee shall pay to Transferor the sum of $ , payable as follows:

5. Representations and Warranties of Transferor

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

(a) Transferor is the sole legal and beneficial owner of the Transferred Assets and has full right, power and authority to transfer such assets free of any security interest, lien, encumbrance or adverse claim except as disclosed in Schedule C.

(b) To the best of Transferor's knowledge, there are no outstanding actions, suits, claims or proceedings pending or threatened against Transferor that would materially impair the Transferred Assets or Assignment.

(c) Transferor has fully disclosed in the Disclosure Schedule below all material facts and circumstances known to Transferor that would reasonably be expected to give rise to a claim against the Transferred Assets or to affect Assignee's decision to accept the assumption of liabilities.

6. Representations and Warranties of Assignee

Assignee represents and warrants to Transferor that:

(a) Assignee has the requisite corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder.

(b) Assignee has conducted to its satisfaction any investigation of the Transferred Assets and accepts them in their existing condition, subject to the representations and warranties expressly set forth in this Agreement.

7. Covenants

7.1 Cooperation. Each Party shall cooperate in good faith and execute and deliver such further documents and instruments as reasonably may be required to consummate the transactions contemplated by this Agreement.

7.2 Consents. To the extent any third-party consent is required to effectuate the transfer of any Transferred Asset, Transferor shall use commercially reasonable efforts to obtain such consent prior to the Effective Date. If a consent is not obtained, the Parties shall promptly negotiate in good faith any necessary amendments or indemnities.

8. Indemnification

8.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) any breach of Transferor's representations, warranties or covenants in this Agreement with respect to facts existing prior to the Effective Date, and (b) liabilities of Transferor not expressly assumed by Assignee.

8.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Transferor from and against any and all losses arising out of Assignee's failure to perform the Assumed Liabilities after the Effective Date or any breach of Assignee's representations and covenants.

8.3 Procedures. A Party seeking indemnification (Indemnified Party) shall promptly notify the other Party (Indemnifying Party) in writing of any claim for which indemnification is sought. Failure to give prompt notice shall not relieve the Indemnifying Party of liability except to the extent the Indemnifying Party is materially prejudiced thereby.

9. Tax Matters

9.1 Allocation of Taxes. Unless otherwise agreed in writing, Transferor shall be responsible for all taxes arising from periods prior to the Effective Date and Assignee shall be responsible for taxes arising on or after the Effective Date. The Parties shall cooperate in preparing any required tax returns and obtain any available relief or elections.

9.2 Tax Indemnity. Each Party shall indemnify the other Party for any tax liability attributable to that Party's periods or acts, including interest and penalties, and any costs reasonably incurred in contesting such liabilities.

10. Notices

Transferor Notice Address

Assignee Notice Address

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, addressed to the Party at the address set forth above or at such other address as any Party may have designated by notice in accordance with this Section.

11. 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.

12. Entire Agreement

This Agreement, together with the Schedules and any exhibits hereto, 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, of the Parties relating thereto.

13. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such provision shall be severed and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14. Amendment; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of a signature page by electronic transmission shall be effective as delivery of an original signature.

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