Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
ASSIGNMENT AGREEMENT
This Assignment Agreement (the “Agreement”) is made and entered into this {{date_of_agreement}}
BETWEEN:
{{assignor_company_name}}, a company duly incorporated under the laws of {{country}}, with its registered office at {{assignor_address}} (hereinafter referred to as “the Assignor”)
AND
{{assignee_company_name}}, a company duly incorporated under the laws of {{country}}, with its registered office 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 party to an agreement/loan facility/contract (the “Original Agreement”) dated {{date_of_original_agreement}} with {{third_party_name}} (the “Third Party”), concerning {{brief_description_of_original_agreement}}.
WHEREAS, the Assignor wishes to assign all its rights, title, interest, and obligations under the Original Agreement to the Assignee, and the Assignee wishes to accept such assignment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
ASSIGNMENT
1.1. The Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee all of the Assignor’s rights, title, interest, benefits, and obligations in, to, and under the Original Agreement, including but not limited to, {{specific_rights_assigned_e.g_right_to_receive_payments,_right_to_enforce_covenants}}.
1.2. The Assignee hereby accepts the assignment of such rights, title, interest, benefits, and obligations and agrees to be bound by all the terms and conditions of the Original Agreement from the Effective Date of this Agreement.
CONSIDERATION
In consideration for this Assignment, the Assignee shall pay the Assignor the sum of {{currency}} {{amount}} ({{amount_in_words}}), payable on or before {{payment_due_date}}.
Alternatively, the consideration for this Assignment shall be {{description_of_other_consideration_e.g._mutual_covenants_and_promises_herein_contained}}.
REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
The Assignor hereby represents and warrants to the Assignee that:
a) The Assignor has the full right, power, and authority to enter into this Agreement and to make the assignment contemplated herein.
b) The Original Agreement is in full force and effect and has not been amended, modified, or terminated, except as expressly disclosed to the Assignee.
c) The Assignor has not previously assigned, transferred, or encumbered its rights or obligations under the Original Agreement to any other party.
d) All consents, approvals, and authorizations required for the valid assignment of the Original Agreement to the Assignee have been obtained or will be obtained prior to the Effective Date.
INDEMNIFICATION
The Assignor shall indemnify and hold harmless the Assignee from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising from or in connection with the Assignor’s breach of any representation, warranty, or covenant contained in this Agreement or its failure to perform any of its obligations under the Original Agreement prior to the Effective Date.
The Assignee shall indemnify and hold harmless the Assignor from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising from or in connection with the Assignee’s performance of its obligations under the Original Agreement from and after the Effective Date.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of {{country}}.
MISCELLANEOUS
8.1. 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.
8.2. Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
8.3. Notices: All notices hereunder shall be in writing and delivered to the addresses set forth above.
8.4. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.
FOR THE ASSIGNOR:
_____________________________
Name: {{assignor_signatory_name}}
Title: {{assignor_signatory_title}}
Date: _____________________________
FOR THE ASSIGNEE:
_____________________________
Name: {{assignee_signatory_name}}
Title: {{assignee_signatory_title}}
Date: _____________________________
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