Below is the  Transfer Agreement Intercompaniestemplate body. If necessary, please put the personal information, company information, such as text to replace the specific content you need. you can download the .doc template file on the end of the article by click download link. 

TRANSFER AGREEMENT


This Transfer Agreement (the 闁炽儲绌緂reement闁? is effective [DATE],


BETWEEN:	[YOUR COMPANY NAME] (the "Vendor"), 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:	[COMPANY NAME] (the "Purchaser"), 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 Vendor represents that it is the registered holder of a [PERCENTAGE %] interest (the 闁炽儲绐攏terest闁? in [COMPANY NAME] (the 闁炽儲閽抏ndor闁?;

WHEREAS the parties hereto have determined that the aggregate fair market value of the Interest is [AMOUNT];

WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Interest;

NOW THEREFORE, IT IS AGREED AS FOLLOWS:
 

INTEREST SOLD AND PURCHASE PRICE

Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells the Interest to the Purchaser, hereto present and accepting, and delivers to the Purchaser certificates representing the Interest duly endorsed to the Purchaser for transfer.

The aggregate purchase price for the Interest is [AMOUNT], (the 闁炽儲闃€urchase Price闁? which the parties consider to be the fair market value of the Interest, payable as set forth as Article [NUMBER] hereof.


PAYMENT OF THE PURCHASE PRICE

The Vendor acknowledges that it has received:

certificate 妞?[SPECIFY] [NUMBER] common share of the Purchaser (the 闁炽儲闃€urchaser Share闁?;

a first promissory note by the Purchaser to the Vendor in the principal amount of [AMOUNT] in legal tender of the [COUNTRY] ([COUNTRY] [AMOUNT]) bearing interest at the rate of interest of [PERCENTAGE %] percent per annum (the 闁炽儲绐媔rst Note闁?;

a second promissory note by the Purchaser to the Vendor in the principal amount of [AMOUNT] in legal tender of the [COUNTRY] ([COUNTRY] [AMOUNT]) bearing interest at the rate of interest of [PERCENTAGE %] percent per annum (the 闁炽儲钘〆cond Note闁?;
a third promissory note by the Purchaser to the Vendor in the principal amount of [AMOUNT] in legal tender of the [COUNTRY] [COUNTRY] [AMOUNT]) bearing interest at the rate of interest of [PERCENTAGE %] percent per annum (the 闁炽儲缈籬ird Note闁?;

(the First Note, the Second Note and the Third Note being collectively referred to hereinafter as the 闁炽儲缃歰tes闁?;  

the whole in full payment of the Purchase Price. The parties hereto determine that the Purchaser Share and the Notes, in the aggregate, have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Interest.


VENDOR闁炽儲鈹?REPRESENTATIONS AND WARRANTIES

The Vendor represents and warrants to the Purchaser that:

the Vendor is a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] and is duly organized and validly existing thereunder;

all necessary corporate action and proceedings have been taken to permit the execution of this Agreement. No approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein;

the aforementioned actions do not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both constitutes a breach of or default under the articles or by-laws of the Vendor or under any agreement, instrument, order, judgment or decree to which the Vendor is subject;

the Vendor is a taxable [COUNTRY] corporation within the meaning of the [YOUR COUNTRY] Federal Act and the [STATE/PROVINCE] Act;

the Interest is owned by the Vendor by good and marketable title; and

this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting enforceability of creditors闁?rights.


PURCHASER闁炽儲鈹?REPRESENTATIONS AND WARRANTIES

The Purchaser represents and warrants to the Vendor that:

the Purchaser is a corporation incorporated under the [YOUR COUNTRY LAW] of the State of [STATE/PROVINCE] and is duly organized and validly existing thereunder;

all necessary corporate action and proceedings have been taken to permit the execution of this Agreement. No approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein;

the aforementioned actions do not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both constitutes a breach of or default under the articles or by-laws of the Purchaser or under any agreement, instrument, order, judgment or decree to which the Purchaser is subject;

the Purchaser Share has been validly allotted and issued and are registered in the name of the Vendor;

the Notes have been validly issued to the Vendor; and

each of this Agreement and the Notes constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors闁?rights.


MISCELLANEOUS

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns.

This Agreement contains the entire agreement between the parties with respect to the transactions contemplate herein and supersedes all prior negotiations, agreements and understandings, if any.

The representations and warranties set forth in Articles [COUNTRY] and [COUNTRY] hereof shall survive the purchase and sale of the Interest hereunder.

Each of the parties hereto covenants and agrees that it will from time to time hereafter execute and deliver such additional documents and instruments and do such acts and things as may be reasonably necessary fully and effectually to sell, assign and transfer the Interest to the Purchaser pursuant to this Agreement and to otherwise carry out the intent and purpose of this Agreement.

This Agreement shall be governed by and construed in accordance with the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and the applicable [YOUR COUNTRY LAW] of [COUNTRY]. The courts of [STATE/PROVINCE] shall have non-exclusive jurisdiction with respect to any matter arising hereunder or related hereto.

All notices, requests, demands and other communications in connection herewith shall be in writing with specific reference to this Agreement and shall be deemed to have been duly delivered when

personally delivered to a responsible officer of such party; or

except during a period of strike, lockout or other postal disruption, sent by registered mail, postage prepaid; or

sent by telex, telegraph, telecopier or other form of recorded communication, charges prepaid, confirmed by prepaid registered mail;

to the Vendor闁炽儲鐛?and Purchaser闁炽儲鐛?respective address hereinabove set forth or such other address as either party may from time to time specify by notice to be given to the other party for such purpose in writing at least [NUMBER] days in advance.

The effective closing date for the sale of the Interest herein provided for shall be [EFFECTIVE DATE] (the 闁炽儲绐卨osing Date闁?.

The parties have required that this Agreement and related documents be drafted in English.


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


VENDOR 						PURCHASER

													
Authorized Signature					Authorized Signature


													
Print Name and Title					Print Name and Title

click to download Transfer Agreement Intercompanies template
                            

Other legal template form