Transfer Application Form

TRANSFER APPLICATION FORM

Applicant Information

Transferor (Current Owner)

Transferee (Proposed Recipient)

RECITALS

WHEREAS, Transferor represents that it is the lawful owner of the assets, rights, or accounts identified in this application and has full authority to effectuate the transfer described herein;

WHEREAS, Transferee has applied to accept such transfer and represents that it has the capacity, financial ability, and requisite authorizations to receive and assume the transferred assets or rights subject to the terms and conditions set forth in this Transfer Application Form;

WHEREAS, the parties wish to document the proposed transfer terms, payment, and conditions so that, upon approval by any required third-party(s), the transfer will occur in accordance with the representations, warranties, and covenants set forth below.

Scope of Transfer & Scope of Work

Provide a detailed description of the assets, rights, accounts, membership, or services proposed for transfer and any work required to effectuate the transfer. Include identifiers, serial numbers, account numbers, or other specific references necessary to uniquely identify the subject of transfer.

Asset / Item Description

List and describe the specific items, accounts, contracts, or rights to be transferred. Attach supporting documentation as required under Supporting Documents below.

Payment Terms

Consideration: The purchase price, fees, or other consideration for the transfer shall be as set forth below. Payments are due in accordance with the schedule agreed by the parties. Any failure to pay when due constitutes a material breach.

Term and Termination

The transfer contemplated by this application shall become effective upon satisfaction of all conditions precedent and any required approvals, and on the Effective Date set forth below unless otherwise agreed in writing. This agreement may be terminated in accordance with the notice provisions below.

Effective Date:     Termination / End Date:

Supporting Documents

Check all documents attached to support this application. The Transferor must supply originals or certified copies where required by law or third-party contract.

Confidentiality

All non-public information exchanged between the parties in connection with this Transfer Application Form shall be treated as confidential. Neither party shall disclose confidential information except as necessary to effect the transfer, as required by law, or with the prior written consent of the disclosing party. The obligations in this clause survive termination or rejection of this application.

Representations, Warranties & Indemnification

Each party represents and warrants that it has the authority to enter into this application and that the information provided is true and complete. Transferor warrants that, to its knowledge, the assets are free of undisclosed liens, encumbrances, or claims. Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, losses, or damages arising from a breach of the foregoing representations or from the party's failure to perform its obligations hereunder.

Governing Law

This Transfer Application Form and any resulting transfer agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for all disputes arising out of or relating to this application.

Entire Agreement

This Transfer Application Form, together with any attachments and schedules executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Certification and Authorization

By signing below, the undersigned certify under penalty of perjury that the information provided in this application is true, complete and accurate. The undersigned further authorize any necessary third parties to release information and documentation required to complete the transfer and confirm that they are authorized to execute this application on behalf of the named parties.

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