Property Assignment Agreement

PROPERTY ASSIGNMENT AGREEMENT

This Property Assignment Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Assignor Name: , Assignor Address: , and Assignee Name: , Assignee Address: .

RECITALS

WHEREAS, Assignor is the lawful owner of certain property and rights described as follows (the "Property"):

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the Property, to the extent Assignor lawfully may assign the same, and Assignee desires to accept such assignment on the terms set forth in this Agreement; and

WHEREAS, the parties intend that this assignment shall operate as a present, absolute transfer of the interest described herein and that the transfer be effective as of the Effective Date.

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 hereby acknowledged, Assignor and Assignee agree as follows:

1. ASSIGNMENT AND CONVEYANCE

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby assigns, transfers, conveys and delivers to Assignee, its successors and assigns, all of Assignor's right, title and interest in and to the Property described in the recitals and in any instruments, contracts, claims, causes of action, rights to receive payments and other benefits related thereto, to have and to hold unto Assignee, its successors and assigns, forever.

1.2 Excluded Interests. The parties may expressly exclude specific rights or interests by listing them below. Excluded Interests (if any):

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment and transfer set forth in Section 1, Assignee shall pay to Assignor the sum of (the "Consideration"), the receipt and sufficiency of which Assignor hereby acknowledges.

2.2 Payment and Allocation. The Consideration shall be paid as follows: . Each party shall be responsible for its own legal fees unless otherwise agreed in writing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor Representations. Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the sole owner of the rights being assigned and has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (b) the Property is free and clear of all liens, encumbrances, pledges, security interests, options, restrictions and claims except as expressly disclosed in writing to Assignee; (c) there are no pending actions, suits or proceedings affecting the Property of a nature that would materially impair the value or transferability of the Property; and (d) Assignor has complied with all laws, regulations and contractual obligations applicable to the Property.

3.2 Assignee Representations. Assignee represents and warrants to Assignor that Assignee has full power, authority and legal capacity to enter into this Agreement and to accept the assignment and to perform its obligations hereunder.

4. FURTHER ASSURANCES

Assignor shall, at Assignor's expense, execute and deliver such further instruments and take such further actions as Assignee may reasonably request to vest fully in Assignee all right, title and interest being conveyed by this Agreement, including but not limited to assignments, bills of sale, affidavits, consents and instruments of transfer.

5. CLOSING

5.1 Closing Date; Deliveries. The closing of the assignment (the "Closing") shall occur on the Effective Date unless the parties agree to an alternate date in writing. At Closing, Assignor shall deliver to Assignee duly executed instruments evidencing the assignment and such other documents as reasonably required to effectuate the transfer.

5.2 Allocation of Costs. Unless otherwise agreed in writing, all documentary stamps, transfer taxes, recording fees and similar items payable by reason of the assignment shall be paid by .

6. INDEMNIFICATION

6.1 Indemnity by Assignor. Assignor shall indemnify, defend and hold harmless Assignee and its successors and assigns from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement or arising out of facts or circumstances existing prior to the Effective Date.

6.2 Limitation. The indemnification obligations set forth in this Section are subject to any limitations of liability expressly set forth elsewhere in this Agreement and shall survive the Closing for a period of unless otherwise required by law.

7. TAXES AND EXPENSES

Any taxes, recording fees, transfer taxes and other governmental charges arising from or in connection with the assignment shall be paid as specified in Section 5.2. Each party shall bear its own costs and expenses in connection with the preparation, negotiation and consummation of this Agreement, except as otherwise expressly provided.

8. NOTICES

8.1 Method. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic transmission confirmed by the party receiving the notice.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or supplemented only by an instrument in writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party waiving compliance. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement, together with all schedules and exhibits hereto (if any), 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 and the parties shall replace such invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

MISCELLANEOUS

12.1 Relationship of Parties. The parties are independent contracting parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

12.2 Further Assurances; Cooperation. Each party agrees to execute and deliver such additional instruments and to take such actions as may be reasonably necessary to carry out the purposes of this Agreement.

Sign Now