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GENERAL CONVEYANCE AGREEMENT


This General Conveyance Agreement (the Agreement) is effective [DATE],

BETWEEN:  [YOUR COMPANY NAME] (the "Assignor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]

AND:  [COMPANY NAME] (the "Assignee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]

WHEREAS the Assignor wishes to proceed with the distribution of its property and the discharge of its debts and obligations in order to effect its voluntary dissolution in accordance with the provisions of the laws of [STATE/PROVINCE] (the Act);

WHEREAS the Assignee is the holder and beneficial owner of all of the shares in the share capital of the Assignor and as such is entitled to receive the property of the Assignor upon the distribution thereof;

WHEREAS the Assignee has agreed to assume and discharge all debts and obligations of the Assignor;

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement, it is agreed by and between the parties as follows:


1  ASSIGNMENT OF PROPERTY

1.1  The Assignor hereby sells, transfers, cedes, conveys and assigns to the Assignee, hereby accepting, all of the right, title, benefit and interest of the Assignor in and to all of its property and assets of every nature and kind whatsoever, including, without limiting the generality of the foregoing:

1.1.1  all the property of the Assignor, moveable and immoveable, real or personal, tangible or intangible, of every kind and wheresoever situate, including, without limitation, the immovable described as:

that certain emplacement at [ADDRESS] in the City of [CITY], [State/Province] of [STATE/PROVINCE], known and designated as subdivision [NUMBER] of Original Lot number [NUMBER] on the Official Plan and Book of Reference of [CITY];

1.1.2  all book and other debts due or accruing due to the Assignor and the full benefit and advantage of all security for such debts;

1.1.3  all existing contracts, leases, agreements and engagements to which the Assignor is a party and by which it is bound;

1.1.4  all cash on hand in banks and all securities (if any) owned by the Assignor; and

all other property, assets and rights which the Assignor is or may hereafter be entitled to in connection with the business carried on by it or otherwise;
TO HOLD AND TO HAVE the said hereby sold, transferred, ceded, conveyed and assigned property, assets and rights and all right, title, benefit and interest of the Assignor thereto and therein unto and to the use of the Assignee, its successors and assigns.


2  ASSUMPTION OF DEBTS AND OBLIGATIONS

2.1  The Assignee hereby irrevocably assumes and agrees to discharge all debts and obligations of the Assignor to the complete exoneration of the Assignor and agrees to assume all expenses in connection with the dissolution of the Assignor.


3  FURTHER ASSURANCES

3.1  The Assignor agrees that upon reasonable request of the Assignee, it will from time to time after the effective date hereof execute, acknowledge and deliver or cause to be delivered any and all such further assignments, transfers, conveyances, or other instruments as may be reasonably required in conformity with this Agreement for the purposes of completely transferring and conveying to the Assignee any property, assets or rights to be transferred or assigned hereunder.

3.2  The Assignor irrevocably appoints the Assignee as its attorney to sign and execute on behalf of the Assignor all deeds, documents and assurances and to do all acts and things necessary or advisable for the purpose of vesting in the Assignor, the property and assets hereby sold, assigned and transferred. The Assignor further irrevocably appoints any officer or director of the Assignee its attorney to give or grant acquittances, releases, receipts, discharges, or quittances, with or without consideration, and, where same is required, to request any registrar to radiate or discharge any charges.

The Assignor hereby declares that as to any property and assets or interest in any property or assets of the Assignor intended to be sold, transferred and assigned to the Assignee hereby and the title to which may not have passed to the Assignee by virtue of this Agreement or any transfers or conveyances which may from time to time be executed and delivered in pursuance hereof, the Assignor holds the same in trust for the Assignee, to convey, assign and transfer the same as the Assignee may from time to time direct. 

As to any contracts, deeds, agreements or instruments that are not assignable without the consent of another party or which require notice of assignment, to the extent that an assignment effective at the Effective Date (as defined hereinbelow) cannot be effected, this Agreement shall constitute an assignment thereof subject to obtaining the necessary consents or to providing the required notices, and the Assignor holds same in trust for the Assignee until such time as the assignment is completed.


4  EFFECTIVE DATE

4.1  The assignment of property and the assumption of liabilities provided for herein shall take effect and shall be deemed to take effect on [DATE] (the Effective Date).


5  MISCELLANEOUS

5.1  The provisions of this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns and each and every person so bound shall make, execute and deliver all documents necessary to carry out this Agreement, provided that neither party may assign any right or obligation arising hereunder without the prior written consent of the other party thereto.

5.2  This Agreement and the interpretation and enforcement thereof shall be governed by and in accordance with the laws of the [State/Province] of [STATE/PROVINCE]. The Courts of the [State/Province] of [STATE/PROVINCE] shall have non-exclusive jurisdiction with respect to any matter arising or pertaining to this Agreement.

5.3  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.


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


ASSIGNOR             ASSIGNEE

                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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