Assets Transfer Agreement
this assets transfer agreement (＇this agreement＇) is made between and by the following parties in beijing on ___________________________(mdy)
party a aaa co ltd
address _________
party b bbb co ltd
address _________
whereas party a agrees to assign to party b the assets concerned to party b and party b agrees to accept the said assets therefore the parties reach the following agreement through friendly consultations
article 1
party a agrees to assign the assets listed in attachment i of this agreement and party b agrees to accept the foregoing assets
article 2
the parties agree that party a will complete all the procedures necessary for the transfer of the assets listed in attachment i hereto from party a to party b within _________ upon execution of this agreement (excluding the day of execution for this agreement) which include but are not limited to the handover of certification of ownership for such assets and the handling of registration procedures (if applicable)
article 3
party b will pay party a an assignment fee of _________ for the assets assigned by party a
article 4
the parties agree that the title of the assets listed in attachment i hereto will be transferred to party b on the _________ upon execution of this agreement party a shall be responsible for all the liabilities and risks involving the title transfer of the assets listed in attachment i hereto prior to such transfer (no matter such liabilities and risks are claimed before or after the transfer of such title) for which party b shall bear no liabilities and obligations in case party b does not receive the foregoing assets within _________ upon execution of this agreement party a shall compensate in _________
article 5
representation and guarantee
51 party represents and guarantees as follows
(a) party a is a company incorporated and validly existing pursuant to the chinese laws
(b) by executing and performing this agreement party a does not violate the relevant laws and contracts that have a binding force on it and has obtained the proper authorization and all the necessary approval of executing and performing this agreement and
(c) party a is entitled to the ownership of the assets listed in attachment i hereto and has not placed mortgage or any third party＇s interests against such ownership nor does it impose any obstacle to party b for the obtainment of the title of such assets
52 party b represents and guarantees as follows
(a) party a is a company incorporated and validly existing pursuant to the chinese laws and
(b) by executing and performing this agreement party b does not violate the relevant laws and contracts that have a binding force on it and has obtained the proper authorization and all the necessary approval of executing and performing this agreement
article 6
liability for breach of agreement
61 if one party to this agreement (＇the breaching party＇) fails to implement its obligations under this agreement (including violation of the provisions involving representation and guarantee) and fails to adopt effective measures to correct such violation within _________ upon receipt of a written notice by the other party (＇the nonbreaching party＇) for such correction within the stipulated time the nonbreaching party has the right to terminate this agreement and claim compensation from the breaching party for the losses sustained therefrom
62 if party a violates the provisions of articles 2 and 5 of this agreement party b has the right to seek return of all the payment and a penalty equal to _________ of the total price from party a
article 7
settlement of dispute
any dispute arising out of or in connection with this agreement shall be settled by the parties through consultations if it cannot be settled through consultations any party may submit the said dispute to china international economic and trade arbitration commission for arbitration in beijing according to its valid rules of arbitration the arbitration award is final and shall be binding over the parties
article 8
force majeure
a force majeure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at the time when this agreement is executed any party to this agreement shall not bear the liabilities for breach of this agreement if it is prevented from implementing all or any part of the responsibilities associated with the provisions of this agreement the party that is affected with such a force majeure event shall notify the other party of the effects of such event within _________ after its occurrence and present certification by the local notarization organ
article 9
transfer of agreement
no party shall transfer its rights and obligations under this agreement to any third party unless consented by the other party in writing
article 10
separability of agreement
if any article or section of this agreement becomes invalid or unenforceable it will not affect the validity and enforceability of other articles or sections
article 11
amendment and supplement of agreement
the parties may amend or supplement this agreement in writing the amendment and supplement to this agreement shall constitute an inseparable part of this agreement and be equally authentic to this agreement
article 12
miscellaneous
121 this agreement shall come to force upon execution by the authorized representatives of the parties and fixation of their official seals as of the date first seen in this agreement
122 this agreement has two original copies of which each party holds one and they are equally authentic
party a aaa co ltd
(official seal)
authorized representative _________
(signature) _________
party b bbb co ltd
(official seal)
authorized representative _________
(signature) _________
translation verification
the foregoing represents a fair and accurate english translation of the original chinese document
dated ___________________________(mdy)
by _________
name _______
title ______
attachment i
list of assets for assignment
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this assets transfer agreement (＇this agreement＇) is made between and by the following parties in beijing on ___________________________(mdy)
party a aaa co ltd
address _________
party b bbb co ltd
address _________
whereas party a agrees to assign to party b the assets concerned to party b and party b agrees to accept the said assets therefore the parties reach the following agreement through friendly consultations
article 1
party a agrees to assign the assets listed in attachment i of this agreement and party b agrees to accept the foregoing assets
article 2
the parties agree that party a will complete all the procedures necessary for the transfer of the assets listed in attachment i hereto from party a to party b within _________ upon execution of this agreement (excluding the day of execution for this agreement) which include but are not limited to the handover of certification of ownership for such assets and the handling of registration procedures (if applicable)
article 3
party b will pay party a an assignment fee of _________ for the assets assigned by party a
article 4
the parties agree that the title of the assets listed in attachment i hereto will be transferred to party b on the _________ upon execution of this agreement party a shall be responsible for all the liabilities and risks involving the title transfer of the assets listed in attachment i hereto prior to such transfer (no matter such liabilities and risks are claimed before or after the transfer of such title) for which party b shall bear no liabilities and obligations in case party b does not receive the foregoing assets within _________ upon execution of this agreement party a shall compensate in _________
article 5
representation and guarantee
51 party represents and guarantees as follows
(a) party a is a company incorporated and validly existing pursuant to the chinese laws
(b) by executing and performing this agreement party a does not violate the relevant laws and contracts that have a binding force on it and has obtained the proper authorization and all the necessary approval of executing and performing this agreement and
(c) party a is entitled to the ownership of the assets listed in attachment i hereto and has not placed mortgage or any third party＇s interests against such ownership nor does it impose any obstacle to party b for the obtainment of the title of such assets
52 party b represents and guarantees as follows
(a) party a is a company incorporated and validly existing pursuant to the chinese laws and
(b) by executing and performing this agreement party b does not violate the relevant laws and contracts that have a binding force on it and has obtained the proper authorization and all the necessary approval of executing and performing this agreement
article 6
liability for breach of agreement
61 if one party to this agreement (＇the breaching party＇) fails to implement its obligations under this agreement (including violation of the provisions involving representation and guarantee) and fails to adopt effective measures to correct such violation within _________ upon receipt of a written notice by the other party (＇the nonbreaching party＇) for such correction within the stipulated time the nonbreaching party has the right to terminate this agreement and claim compensation from the breaching party for the losses sustained therefrom
62 if party a violates the provisions of articles 2 and 5 of this agreement party b has the right to seek return of all the payment and a penalty equal to _________ of the total price from party a
article 7
settlement of dispute
any dispute arising out of or in connection with this agreement shall be settled by the parties through consultations if it cannot be settled through consultations any party may submit the said dispute to china international economic and trade arbitration commission for arbitration in beijing according to its valid rules of arbitration the arbitration award is final and shall be binding over the parties
article 8
force majeure
a force majeure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at the time when this agreement is executed any party to this agreement shall not bear the liabilities for breach of this agreement if it is prevented from implementing all or any part of the responsibilities associated with the provisions of this agreement the party that is affected with such a force majeure event shall notify the other party of the effects of such event within _________ after its occurrence and present certification by the local notarization organ
article 9
transfer of agreement
no party shall transfer its rights and obligations under this agreement to any third party unless consented by the other party in writing
article 10
separability of agreement
if any article or section of this agreement becomes invalid or unenforceable it will not affect the validity and enforceability of other articles or sections
article 11
amendment and supplement of agreement
the parties may amend or supplement this agreement in writing the amendment and supplement to this agreement shall constitute an inseparable part of this agreement and be equally authentic to this agreement
article 12
miscellaneous
121 this agreement shall come to force upon execution by the authorized representatives of the parties and fixation of their official seals as of the date first seen in this agreement
122 this agreement has two original copies of which each party holds one and they are equally authentic
party a aaa co ltd
(official seal)
authorized representative _________
(signature) _________
party b bbb co ltd
(official seal)
authorized representative _________
(signature) _________
translation verification
the foregoing represents a fair and accurate english translation of the original chinese document
dated ___________________________(mdy)
by _________
name _______
title ______
attachment i
list of assets for assignment
文档香网(httpswwwxiangdangnet)户传
《香当网》用户分享的内容，不代表《香当网》观点或立场，请自行判断内容的真实性和可靠性！
该内容是文档的文本内容，更好的格式请下载文档