Absolute Assignment and Transfer of Loans

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Absolute Assignment and Transfer of Loans

Absolute Assignment and Transfer of Loans

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ABSOLUTE ASSIGNMENT AND TRANSFER OF LOANS

This ABSOLUTE ASSIGNMENT AND TRANSFER OF LOANS (the “Agreement”) is made and entered into on this {{date}} day of {{month}}, {{year}},

BY AND BETWEEN:

{{assignor_company_name}}, a company duly incorporated under the laws of {{assignor_country}}, with its principal place of business at {{assignor_address}} (hereinafter referred to as the “Assignor”);

AND

{{assignee_company_name}}, a company duly incorporated under the laws of {{assignee_country}}, with its principal place of business at {{assignee_address}} (hereinafter referred to as the “Assignee”).

The Assignor and the Assignee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Assignor is the legal and beneficial owner of certain loans as more fully described in Schedule A attached hereto (the “Loans”);

WHEREAS, the Assignor desires to absolutely assign and transfer all its rights, title, interest, and benefit in and to the Loans to the Assignee;

WHEREAS, the Assignee desires to acquire all rights, title, interest, and benefit in and to the Loans from the Assignor.

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:

1. ASSIGNMENT AND TRANSFER

1.1 The Assignor hereby absolutely assigns, transfers, and conveys to the Assignee all of its rights, title, interest, and benefit in and to the Loans, including without limitation, all principal, interest, fees, and all other amounts due or to become due thereunder, and all security interests, guarantees, indemnities, and other collateral or assurances relating thereto.

1.2 This assignment and transfer shall be effective as of the Effective Date (as defined in Clause 3.1) and shall include all present and future claims, actions, causes of action, and demands whatsoever which the Assignor has or may have in relation to the Loans.

2. CONSIDERATION

2.1 In consideration for the assignment and transfer of the Loans, the Assignee shall pay to the Assignor the sum of {{currency}} {{amount}} ({{amount_in_words}}), or such other consideration as mutually agreed upon by the Parties (the “Consideration”).

2.2 The Consideration shall be paid by the Assignee to the Assignor on or before {{payment_due_date}} by way of {{payment_method}}.

3. EFFECTIVE DATE

3.1 This Agreement shall become effective on the date of its execution by both Parties (the “Effective Date”).

3.2 From the Effective Date, the Assignee shall be solely entitled to all rights, benefits, and obligations arising from the Loans, and the Assignor shall have no further claims or liabilities in respect thereof.

4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

The Assignor hereby represents and warrants to the Assignee that:

4.1 The Assignor is the sole legal and beneficial owner of the Loans and has the full right, power, and authority to assign and transfer the same to the Assignee.

4.2 The Loans are free from any encumbrances, charges, liens, or other third-party interests, except as disclosed in Schedule A.

4.3 The Assignor has not previously assigned or transferred its rights or any part thereof in relation to the Loans to any other party.

4.4 To the best of the Assignor’s knowledge, information, and belief, there are no existing defaults or breaches under the Loans, except as disclosed in Schedule A.

5. INDEMNITY

5.1 The Assignor shall indemnify and hold harmless the Assignee from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of the representations and warranties made by the Assignor under Clause 4.

5.2 The Assignee shall indemnify and hold harmless the Assignor from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with the Loans from and after the Effective Date.

6. NOTICES

6.1 All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered mail, or sent by email to the addresses specified below:

To the Assignor:

Address: {{assignor_notice_address}}

Email: {{assignor_notice_email}}

To the Assignee:

Address: {{assignee_notice_address}}

Email: {{assignee_notice_email}}

6.2 Any Party may change its address for notice by giving written notice to the other Party in accordance with this Clause.

7. GOVERNING LAW AND JURISDICTION

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

7.2 The Parties irrevocably agree that the courts of {{jurisdiction}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

8. ENTIRE AGREEMENT

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

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Absolute Assignment and Transfer of Loans on the date first above written.

_____________________________

By: {{assignor_authorised_signatory_name}}

Title: {{assignor_authorised_signatory_title}}

For and on behalf of {{assignor_company_name}}

(Assignor)

_____________________________

By: {{assignee_authorised_signatory_name}}

Title: {{assignee_authorised_signatory_title}}

For and on behalf of {{assignee_company_name}}

(Assignee)