Assets Transfer Agreement

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Assets Transfer Agreement

Assets Transfer Agreement this assets transfer agreement ('this agreement') is made between and by the following parties in beijing on _________,_________,_________(m,d,y). ‎ ‎  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 hand-over 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 ‎ ‎  5.1 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.‎
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