This agreement of absolute transfer and assignment template has 4 pages and is a MS Word file type listed under our legal agreements documents.
AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT This Agreement of Absolute Transfer and Assignment (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Transferor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TRANSFEREE NAME] (the "Transferee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS by an agreement of assignment and transfer dated as of [DATE] (the "Assignment Agreement") the Transferor agreed to sell and assign all of its assets to the Transferee; WHEREAS pursuant to the Assignment Agreement, the Transferor agreed to sell, assign and transfer to the Assignee all accounts receivable and all debts due or accruing due to the Transferor; NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS: For good and valuable consideration, the receipt of which is hereby acknowledged by the Transferor, the Transferor does hereby absolutely transfer, assign and make over unto the Transferee, hereto present and accepting the same, all of the Transferor's right, title and interest in the book accounts and book debts and generally all accounts, debts, dues and demands of every nature and kind howsoever arising or secured and now due or owing or accruing or growing due to the Transferor, in [STATE/PROVINCE], (the whole referred to in this agreement as the "Debts"). The Transferor further assigns and transfers unto the Transferee all deeds, documents, writings, papers, books of account and other books relating to or being records of the Debts or by which the Debts are or may hereafter be secured, evidenced, acknowledged or made payable (the whole referred to in this agreement as the "Documents"). The present absolute transfer and assignment is made subject to the following terms, clauses and conditions, all of which are essential to this agreement: 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 Transferee and in particular any and all assignments made or contemplated by the Assignment Agreement. COLLECTION OF THE DEBTS The Transferee shall, as the absolute assignee of the Debts, be absolutely entitled to collect, demand, sue for, enforce, recover and receive the Debts and give valid and binding receipts and discharges for and in respect of the Debts, the whole without regard to the state of accounts between the Transferor and the Transferee. LIST OF DEBTORS For the purposes of this agreement, the Transferor undertakes and agrees to furnish and deliver to the Transferee, together with the present absolute assignment, (i) a list of all debtors of the Transferor with the amounts owing by each of them and the security held for such amounts and (ii) all of the documents pertaining to said Debts. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR The Transferor represents, warrants, covenants and declares that:
This agreement of absolute transfer and assignment template has 4 pages and is a MS Word file type listed under our legal agreements documents.
AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT This Agreement of Absolute Transfer and Assignment (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Transferor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TRANSFEREE NAME] (the "Transferee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS by an agreement of assignment and transfer dated as of [DATE] (the "Assignment Agreement") the Transferor agreed to sell and assign all of its assets to the Transferee; WHEREAS pursuant to the Assignment Agreement, the Transferor agreed to sell, assign and transfer to the Assignee all accounts receivable and all debts due or accruing due to the Transferor; NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS: For good and valuable consideration, the receipt of which is hereby acknowledged by the Transferor, the Transferor does hereby absolutely transfer, assign and make over unto the Transferee, hereto present and accepting the same, all of the Transferor's right, title and interest in the book accounts and book debts and generally all accounts, debts, dues and demands of every nature and kind howsoever arising or secured and now due or owing or accruing or growing due to the Transferor, in [STATE/PROVINCE], (the whole referred to in this agreement as the "Debts"). The Transferor further assigns and transfers unto the Transferee all deeds, documents, writings, papers, books of account and other books relating to or being records of the Debts or by which the Debts are or may hereafter be secured, evidenced, acknowledged or made payable (the whole referred to in this agreement as the "Documents"). The present absolute transfer and assignment is made subject to the following terms, clauses and conditions, all of which are essential to this agreement: 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 Transferee and in particular any and all assignments made or contemplated by the Assignment Agreement. COLLECTION OF THE DEBTS The Transferee shall, as the absolute assignee of the Debts, be absolutely entitled to collect, demand, sue for, enforce, recover and receive the Debts and give valid and binding receipts and discharges for and in respect of the Debts, the whole without regard to the state of accounts between the Transferor and the Transferee. LIST OF DEBTORS For the purposes of this agreement, the Transferor undertakes and agrees to furnish and deliver to the Transferee, together with the present absolute assignment, (i) a list of all debtors of the Transferor with the amounts owing by each of them and the security held for such amounts and (ii) all of the documents pertaining to said Debts. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR The Transferor represents, warrants, covenants and declares that:
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