Rollover Agreement Values Assets with Surplus Account

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Rollover Agreement for Assets with Surplus Account

This Rollover Agreement (“Agreement”) is made and entered into this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

{{company_name}}, a company duly incorporated and existing under the laws of {{jurisdiction}}, with its principal place of business at {{company_address}} (hereinafter referred to as “the Company”);

AND

{{counterparty_name}}, a company/individual duly incorporated/residing under the laws of {{jurisdiction}}, with its principal place of business/residence at {{counterparty_address}} (hereinafter referred to as “the Counterparty”).

Collectively referred to as “the Parties” and individually as “Party”.

Recitals

WHEREAS, the Company holds certain assets, as more fully described in Schedule A hereto (the “Assets”), having a book value of {{asset_book_value}} as of {{valuation_date}}.

WHEREAS, the Assets have been revalued and currently hold a market value of {{asset_market_value}}, resulting in a surplus of {{surplus_amount}}.

WHEREAS, the Company desires to roll over the surplus value of the Assets into a designated surplus account to be utilized for {{purpose_of_surplus_account}}.

WHEREAS, the Counterparty acknowledges and agrees to the terms of this rollover.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definition of Surplus Account

For the purposes of this Agreement, the “Surplus Account” shall mean a distinct financial account or ledger entry established by the Company for the express purpose of holding the revalued surplus of the Assets, identified as {{surplus_account_name}}.

Rollover of Assets and Surplus

Effective from the Effective Date, the Company irrevocably transfers and assigns all rights, title, and interest in the surplus value of the Assets, amounting to {{surplus_amount}}, to the Surplus Account.

The Assets will be re-recorded in the Company’s financial statements at their original book value of {{asset_book_value}}, with the surplus of {{surplus_amount}} being recognized as an entry into the Surplus Account.

The details of the Assets subject to this rollover are meticulously outlined in Schedule A, attached hereto and forming an integral part of this Agreement.

Purpose of Surplus Account Funds

The funds held within the Surplus Account shall be exclusively utilized for {{specific_purpose_of_funds}}.

Any deviation from this specified purpose requires the prior written consent of {{approving_authority}}.

Representations and Warranties

Each Party represents and warrants to the other that it has the full power and authority to enter into and perform its obligations under this Agreement.

The Company warrants that the Assets are free from any encumbrances, liens, or claims that would prevent the transfer of their surplus value to the Surplus Account.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of {{jurisdiction}}.

Confidentiality

All information contained within this Agreement and any related schedules concerning the Assets, their valuation, and the Surplus Account shall be treated as strictly confidential and shall not be disclosed to any third party without the prior written consent of both Parties, save as required by law.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

No amendment, waiver, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date first above written.

FOR THE COMPANY:

_____________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

Date: {{signature_date}}

FOR THE COUNTERPARTY:

_____________________________

Name: {{counterparty_signatory_name}}

Title: {{counterparty_signatory_title}} (if applicable)

Date: {{signature_date}}

SCHEDULE A: DETAILS OF ASSETS

Asset Description: {{asset_description}}

Original Book Value: {{asset_book_value}}

Market Value: {{asset_market_value}}

Date of Valuation: {{valuation_date}}

Surplus Amount: {{surplus_amount}}