This absolute assignment and transfer of loans template has 6 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our absolute assignment and transfer of loans template:
ABSOLUTE ASSIGNMENT AND TRANSFER OF LOANS This Absolute Assignment and Transfer of Loans Agreement (the "Agreement") is effective [DATE], BETWEEN: [OPTIONEE OR INITIAL SPECIAL PARTNER NAME] (the "Assignor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Limited Partnership"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Managing General Partner"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS pursuant to the Credit Agreement, the Optionee has made certain Loans to the Limited Partnership; WHEREAS the Optionee has ceded, transferred and assigned its right, title and interest in and to the Loans and the right to recover same to the Initial Special Partner, who has accepted and assumed same; WHEREAS for the sum of [AMOUNT] and other good and valid consideration paid by the Limited Partnership to the Assignor, of which the Assignor hereby acknowledges receipt whereof quit, the Assignor now wishes to cede, transfer and assign its right, title and interest in and to the Loans and the right to recover same to the Limited Partnership, who wishes to accept and assume same; WHEREAS the General Partner has hereto intervened to bind itself and to undertake to cause the Limited Partnership to perform its obligations as hereinafter set forth; NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the sufficiency and receipt of which are hereby acknowledged, the parties hereto have agreed as follows: INTERPRETATION Definitions The capitalized words and expressions used in this Agreement, in its Schedules or in any document supplemental or ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the meanings ascribed to them in Schedule [SPECIFY], or if not defined therein shall have the meanings ascribed to them in the Credit Agreement or the Option Agreement (as the case may be). "Agreement" means this Absolute Assignment and Transfer of Loans including all schedules attached hereto, all of which are incorporated herein by reference and form part hereof and all amendments and supplements hereto and the terms "herein", "hereof", "hereto", "hereunder", and like terms refer to this Agreement. "Credit Agreement" means that certain credit agreement for the principal amount of [COUNTRY] [AMOUNT] dated as of [DATE] between the Limited Partnership as borrower and the Optionee as lender, as same may be amended, restated or supplemented from time to time. "Option Agreement" means that certain Option to Acquire Partnership Interests dated as of [DATE] between the Limited Partnership, the Managing General Partner and the Optionee, as same may be amended, restated or supplemented from time to time. "Optionee" Means [SPECIFY] or its permitted assignee pursuant to the Option or the [SPECIFY] Shareholders Agreement. General Interpretation Unless there be something in the subject or the context inconsistent therewith, words importing the singular only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and vice versa, and all references to currency shall mean [COUNTRY] currency. Division into Articles The division of this Agreement into Articles, Sections, subsections, paragraphs and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of this Agreement. Governing Law This Agreement and the interpretation and enforcement thereof shall be governed by and in accordance with the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and the federal [YOUR COUNTRY LAW] of [COUNTRY] applicable therein. ASSIGNMENT OF LOANS Assignment In consideration of the acquisition by the Assignor of the Optioned Interests under the terms of the Option Agreement, the Assignor does effective as of and from [the Effective Exercise Date] OR [the Default Exercise Date] OR [the Effective Call Date] OR [the Default Call Date] absolutely transfer, assign and make over unto the Limited Partnership, hereto present and accepting the same, all of the Assignor's right, title and interest in the Loans accruing or growing due and outstanding as at [the Effective Exercise Date] OR [the Default Exercise Date] OR [the Effective Call Date] OR [the Default Call Date] to the Assignor, pursuant to the Credit Agreement, and the Assignor effective as of and from [the Effective Exercise Date] OR [the Default Exercise Date] OR [the Effective Call Date] OR [the Default Call Date] further assigns and transfers unto the Limited Partnership all deeds, documents, writings, papers, books of account and other books relating to or being records of the Loans or by which the Loans are or may hereafter be secured, evidenced, acknowledged or made payable (the whole hereinafter referred to as the "Documents"). CONDITIONS OF ASSIGNMENT The present absolute transfer and assignment is made subject to the following terms, clauses and conditions, all of which are essential hereto: Additional Assignment The present assignment is given in addition to and not in substitution for any similar assignment heretofore given to and still held by the Limited Partnership and in particular any and all assignments made or contemplated by the Option Agreement. Collection of the Loans The Limited Partnership shall, as the absolute assignee thereof, be absolutely entitled to collect, demand, sue for, enforce, recover and receive the Loans and give valid and binding receipts and discharges therefore and in respect thereof, the whole without regard to the state of accounts between the Assignor and the Limited Partnership. Documents The Assignor has delivered to the Limited Partnership for the purposes hereof the Documents referred to hereinabove. No Warranty The sales, assignments, cessions and transfers made under the terms hereof are without any other warranty whatsoever, whether legal or contractual, the Limited Partnership accepting the Loans and Documents at its own risk. No Further Representations
