Real Estate Deed Assignment

REAL ESTATE DEED ASSIGNMENT

This Real Estate Deed Assignment ("Assignment") is made as of Effective Date: by and between Assignor Name: , Entity Type: Individual Corporation Limited Liability Company, Address: ; and Assignee Name: , Entity Type: Individual Corporation Limited Liability Company, Address: .

RECITALS

WHEREAS, Assignor is the current holder of record title to the real property described herein as set forth in that certain deed dated , recorded in the office of the County Recorder of County, State of as Instrument No. (Book , Page ).

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor’s right, title and interest in and to the property and rights described in such deed, and Assignee desires to accept such assignment upon the terms and conditions set forth below.

WHEREAS, the parties intend that this Assignment be effective to transfer all of Assignor’s assignable rights, if any, arising under the referenced deed and any appurtenant rights or obligations specifically assigned herein.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT

Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the real property, rights, privileges and appurtenances described in the deed referenced above, including, without limitation, any right to possession, rents, leases, easements, mineral rights to the extent owned by Assignor, and any causes of action specifically related to such property (collectively, the "Assigned Interests"). The Assigned Interests include interest arising under the deed and under any instruments recorded or to be recorded concerning the property solely to the extent assignable by Assignor.

2. CONSIDERATION

In consideration for the assignment herein, Assignee shall pay to Assignor the sum of $ and other good and valuable consideration as set forth in separate agreement between the parties, the sufficiency of which is expressly acknowledged.

3. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that, to Assignor’s actual knowledge after reasonable inquiry: (a) Assignor has full power and authority to execute and deliver this Assignment and to perform its obligations hereunder; (b) the deed described above is a true and correct copy of the recorded instrument, and Assignor has not granted, conveyed or otherwise encumbered the Assigned Interests except as disclosed herein; and (c) there are no pending actions, claims or liens affecting the Assigned Interests other than those of record and disclosed in writing to Assignee.

4. FURTHER ASSURANCES

Assignor covenants and agrees that Assignor shall, at Assignor’s expense, execute and deliver such further instruments and take such further actions as may be reasonable and necessary to effectuate the purposes of this Assignment and to fully vest in Assignee the Assigned Interests assigned hereby.

5. TAXES, ASSESSMENTS AND EXPENSES

Unless otherwise agreed in writing, all transfer taxes, recording fees and similar charges arising from the recording of this Assignment shall be paid by . Real property taxes and assessments shall be apportioned between Assignor and Assignee as of the Effective Date in accordance with customary local practice.

6. INDEMNITY

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor’s representations, warranties or covenants contained in this Assignment or arising from events occurring prior to the Effective Date, except to the extent caused by Assignee’s own acts or omissions.

7. RECORDING

This Assignment shall be recorded in the Official Records of the County in which the property is situated. The party required to pay recording fees shall prepare the document for recordation and supply any necessary affidavit, and the other party shall cooperate and execute any acknowledgments or certificates reasonably required for recording.

8. NOTICES

All notices, demands or other communications required or permitted under this Assignment shall be in writing and delivered by personal delivery, 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 written notice to the other party in accordance with this Section.

9. GOVERNING LAW; VENUE

This Assignment shall be governed by and construed in accordance with the laws of the State of . The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Assignment.

10. ENTIRE AGREEMENT

This Assignment constitutes the entire agreement between the parties with respect to the assignment of the Assigned Interests and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

11. SEVERABILITY

If any provision of this Assignment is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Assignment may be amended only by a written instrument signed by both parties. No waiver of any provision of this Assignment shall be effective unless in writing signed by the party against whom enforcement is sought. This Assignment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13. FURTHER ASSURANCES

Each party shall execute and deliver such additional instruments and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Assignment.

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