Quota Transfer Agreement Template

Quota Transfer Agreement

This Quota Transfer Agreement (the "Agreement") is made and entered into as of by and between Transferor Name: , a Corporation LLC Individual , organized under the laws of , and Transferee Name: , a Corporation LLC Individual , organized under the laws of .

RECITALS

WHEREAS, Transferor is the legal owner of certain quota rights described as Quota Identifier: consisting of units of (the "Quota").

WHEREAS, Transferor desires to transfer and assign to Transferee, and Transferee desires to acquire from Transferor, all of Transferor's right, title and interest in and to the Quota on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the parties acknowledge that the transfer of the Quota may be subject to regulatory approval and conditions imposed by governmental or administrative authorities.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Closing" means the consummation of the transfer and assignment of the Quota pursuant to Section 4.

1.2 "Closing Date" means the date on which all closing conditions set forth in this Agreement have been satisfied or waived and the parties execute the instruments required to effect the transfer.

2. TRANSFER AND SALE

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby sells, assigns and transfers to Transferee, and Transferee hereby purchases and accepts from Transferor, all of Transferor's right, title and interest in and to the Quota described in the Recitals.

2.2 Scope of Transfer. The Transfer shall include all rights, privileges, entitlements and benefits appurtenant to the Quota, including without limitation ongoing entitlements to allocate or utilize the Quota unless expressly reserved in writing in this Agreement.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The purchase price for the Quota shall be (the "Purchase Price").

3.2 Payment Terms. Unless otherwise agreed in writing, Transferee shall pay the Purchase Price to Transferor as follows: .

4. CLOSING

4.1 Closing Deliverables. At Closing, Transferor shall deliver to Transferee: (a) an assignment in form reasonably acceptable to the parties effectuating the transfer of the Quota; (b) evidence of the good standing of Transferor if applicable; and (c) such other instruments as are reasonably necessary to transfer the Quota free and clear of Encumbrances. Transferee shall deliver the Purchase Price in accordance with Section 3.2.

4.2 Closing Date. The Closing shall occur on the date mutually agreed by the parties following satisfaction of the conditions precedent set forth in Section 11 (the "Closing Date").

5. REGULATORY APPROVAL

5.1 Regulatory Filings. The parties shall cooperate in good faith to prepare and submit any filings required by applicable regulatory authorities to effectuate the transfer of the Quota. Each party shall bear its own costs of any filing unless otherwise agreed in writing.

5.2 Condition to Closing. If any governmental or regulatory approval required for the transfer of the Quota is not obtained prior to the outside date agreed by the parties, either party may elect to extend the outside date or terminate this Agreement as provided in Section 11.

6. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee as of the date hereof and as of the Closing Date that: (a) Transferor has good and marketable title to the Quota free and clear of any Encumbrances (except those disclosed in writing to Transferee); (b) Transferor has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) there are no pending actions or proceedings that would materially impair the transfer of the Quota.

7. REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants to Transferor that: (a) Transferee has the full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (b) Transferee has sufficient financial capacity to satisfy the payment obligations set forth in Section 3; and (c) Transferee acknowledges that it is acquiring the Quota subject to applicable laws and regulations.

8. COVENANTS

Each party covenants to perform such acts and execute such further documents as may be reasonably necessary to carry out the purposes and intent of this Agreement, including cooperation in obtaining any required regulatory approvals.

9. INDEMNIFICATION

9.1 Indemnity by Transferor. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants hereunder or from any claim by a third party asserting an interest in the Quota prior to the Closing.

9.2 Indemnity by Transferee. Transferee shall indemnify, defend and hold harmless Transferor from and against any and all losses, liabilities, damages, costs and expenses arising out of Transferee's breach of this Agreement or Transferee's use of the Quota after the Closing.

10. TAXES AND FEES

Unless otherwise agreed in writing, all transfer taxes, fees, duties and expenses incurred in connection with the transfer of the Quota shall be borne by .

11. CONDITIONS PRECEDENT

The obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions precedent: (a) all regulatory approvals required for the transfer have been obtained; (b) the representations and warranties of each party remain true and correct in all material respects as of the Closing Date; and (c) no injunction or order prevents the transfer of the Quota.

12. NOTICES

Notices to Transferor

Notices to Transferee

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after being mailed by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may specify by notice in accordance with this Section.

13. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Transferee may assign its rights to an affiliate provided that Transferee remains liable for performance hereunder.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party or parties to be bound. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings between them.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the parties' original intent to the greatest extent possible.

18. 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 an executed counterpart by electronic transmission shall be effective as delivery of an original.

19. ADDITIONAL PROVISIONS

Any additional or special terms agreed by the parties shall be set forth below:

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