Assets Transfer Agreement

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.‎