Legal Transfer Instruments Form

Legal Transfer Instruments Form

This Legal Transfer Instruments Form (the "Agreement") is made and entered into as of by and between Transferor Name: , Transferor Entity Type: , and Transferee Name: , Transferee Entity Type: .

RECITALS

WHEREAS, Transferor is the legal owner, holder or assignee of certain legals instruments, agreements, rights and related documents described below (the "Instruments"); and

WHEREAS, Transferor desires to transfer, assign and convey to Transferee, and Transferee desires to accept, all of Transferor's right, title and interest in and to the Instruments on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement effectuate the full and complete transfer of the Instruments and any ancillary rights necessary to exercise or enforce the Instruments.

NOW, THEREFORE

In consideration of the mutual covenants 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 "Instruments" means the tangible and intangible instruments, documents, agreements, notes, deeds, assignments, bills of sale, endorsements and other writings described in the schedule attached hereto and listed below, together with all accrued rights, claims, proceeds and related collateral.

2. ASSIGNMENT AND TRANSFER

2.1 Transfer. Subject to the terms and conditions of this Agreement, on the Effective Date Transferor hereby irrevocably assigns, transfers, conveys and delivers to Transferee all of Transferor's right, title and interest in and to the Instruments, together with any endorsements, assignments, instruments of transfer and documents necessary to vest such rights in Transferee.

2.2 Effective Date. The transfer of the Instruments shall be effective as of the Effective Date set forth above or such other date as the parties may agree in writing:

3. CONSIDERATION

3.1 Consideration. As full consideration for the transfer described in Section 2, Transferee shall pay Transferor the sum of USD, payable as follows:

4. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee that, as of the Effective Date: (a) Transferor is the lawful owner of the Instruments and has good and marketable title thereto free and clear of any liens, security interests, encumbrances, pledges or adverse claims except as expressly disclosed in writing to Transferee; (b) Transferor has full corporate or individual power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby; (c) there are no disputes, defaults or outstanding obligations that would impair Transferor's ability to transfer the Instruments; and (d) neither the execution nor the performance of this Agreement will violate any agreement, order or law applicable to Transferor.

5. REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants to Transferor that Transferee has full power and authority to enter into this Agreement, has sufficient legal capacity to accept the transfer of the Instruments, and will accept the Instruments subject to the terms and conditions set forth herein.

6. COVENANTS; FURTHER ASSURANCES

6.1 Delivery. Transferor shall deliver to Transferee, at or prior to closing, all original Instruments, endorsements, assignments, certificates, documents of title and any other instruments necessary to effectuate the transfer contemplated by this Agreement.

6.2 Further Assurances. Each party shall execute and deliver such further instruments and documents and shall take such further actions as may be reasonably requested by the other party to effect, perfect, evidence or record the transfer of the Instruments and to carry out the intent of this Agreement.

7. DELIVERY, RECORDATION AND COSTS

7.1 Recordation and Filings. If recordation, filing or registration of any assignment or transfer document is necessary to perfect Transferee's rights, the parties shall cooperate in good faith to prepare and file such documents. The costs of recordation and filing shall be allocated as follows:

8. INDEMNIFICATION

Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorney fees) arising from any breach of Transferor's representations or warranties, any undisclosed lien or encumbrance, or any misstatement or omission in the schedule of Instruments. Transferee shall indemnify Transferor for losses resulting from Transferee's breach of this Agreement.

9. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth below or at such other address as any party designates by notice in accordance with this Section.

10. AMENDMENTS; WAIVER

This Agreement may be amended, supplemented or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction chosen by the parties: , without regard to principles of conflicts of law. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

12. COUNTERPARTS; DELIVERY

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 an executed counterpart by electronic transmission (including by facsimile or electronic image) shall be effective as delivery of a manually executed counterpart.

13. MISCELLANEOUS

13.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Transferee may assign its rights to an affiliate upon written notice to Transferor. 13.2 Interpretation. Headings are for convenience only and shall not affect interpretation.

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