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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 Transferors 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 ASSIGNMENTThe 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 DEBTSThe 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 DEBTORSFor 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 TRANSFERORThe Transferor represents, warrants, covenants and declares that:

It has good and marketable title to the Debts; and
None of the Debts has been assigned to or pledged or encumbered as security in favor of any other person


FURTHER DOCUMENTSThe Transferor covenants and agrees that it will from time to time and as requested by the Transferee, make and execute such further documents as may, in the opinion of the Transferee, be necessary or desirable with respect to all or any of the Debts or as may be required to give effect to this agreement or the exercise of the powers conferred upon the Transferee by this agreement. Should the Transferor neglect or refuse to execute such further documents, the Transferee or any officer of the Transferee (being hereby appointed the attorney of the Transferor) may, as its true and lawful attorney make and execute all such documents, with the right to use the name of the Transferor whenever and wherever the Transferee may deem such use to be necessary or expedient with respect to the collection of the Debts.


CONFLICT WITH ASSIGNMENT AGREEMENTIn the event of any conflict between the provisions of the present Agreement of Absolute Transfer and Assignment and those of the above-mentioned Assignment Agreement, the provisions of the Assignment Agreement shall prevail.


BINDING EFFECTThis agreement, and the rights and obligations of the parties under this agreement, shall ensure to and be binding upon the parties and their respective heirs, assignees and representatives.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.

TRANSFEROR             TRANSFEREE



                          
Authorized Signature          Authorized Signature

                          
Print Name and Title          Print Name and Title
AFFIDAVIT




I, [NAME] the undersigned, of the City of, [STATE/PROVINCE], residing and domiciled at [STATE/PROVINCE], being duly sworn, do depose and say that:

I am one of the witnesses to the execution by [COMPANY NAME] (the Transferor) of the foregoing Agreement of Absolute Transfer and Assignment.

The said Agreement was duly executed by the Transferor, acting through, its, in my presence and in the presence of, the other subscribing witness.

Both the undersigned and the said other subscribing witness are of the full age of majority.


AND I HAVE SIGNED


Sworn to before me in the City of [CITY], [STATE/PROVINCE], this day of, [DATE].
        



                         
Commissioner for Oaths for the
[STATE/PROVINCE],


AFFIDAVIT




I, [NAME], the undersigned, of the City of [CITY], [STATE/PROVINCE] residing and domiciled at [ADDRESS], being duly sworn, do depose and say that:

I am one of the witnesses to the execution by 9 Limited (the Transferee) of the foregoing Agreement of Absolute Transfer and Assignment.

The said Agreement was duly executed by the Transferee, acting through [NAME], its [TITLE], in my presence and in the presence of [NAME], the other subscribing witness.

Both the undersigned and the said other subscribing witness are of the full age of majority.


AND I HAVE SIGNED

Sworn to before me in the City of [CITY], [STATE/PROVINCE], this day of, [DATE].




                                      
Notary Public for the [STATE] of 





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