the transferor has good and indefeasible ownership of and title to the units. except for the project documents, copies of which have been delivered to the transferee, and this agreement, the company is not a party to or bound by any material contract or agreement, including any promissory note or other evidence of indebtedness. the company is not and has not been a party to any tax sharing agreement and has not assumed the tax liability of any other person under contract. the execution and delivery of this agreement and project documents has been duly authorized by transferor and no other corporate proceedings on the part of transferor are necessary to authorize this agreement and project documents. the units are being transferred by the transferor to the transferee in a transaction exempt from registration under the securities act of 1933 (the “securities act”), as amended, and the rules and regulations promulgated thereunder. 5.1.4 all other project documents listed in exhibit 1 shall be in full force and effect and those project documents not already executed as of this date, shall have been executed in a form satisfactory to transferee, except for the epc, o&m agreement, and performance guarantee which shall be executed on the closing date as described in section 5.1.5.
8.1.2 the transferee shall indemnify and hold the transferor harmless from and against any and all damages suffered by the transferor as a result of, caused by, arising out of, or in any way relating to any breach of any representation or warranty, or nonfulfillment of any agreement or covenant on the part of the transferee under this agreement or any instrument furnished to the transferor by the transferee pursuant to this agreement. this agreement shall be governed by and interpreted in accordance with the laws of the state of california, without regard to its conflict of law provisions. should any provision of this agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. effective as of the time of purchase, the transferor shall, to the extent not prohibited by law or agreement, assign to the transferee all of the transferor’s rights under any confidentiality or nondisclosure agreement affecting the company or the project. in this capacity, i have drafted a broad range of legal documents as well as analyzed proposed agreements drafted by the other party’s attorney to the agreement for the pupose of determining the risks to which my client would be exposed. additionally, if rquested, i served as a general advisor to the client’s executive offers and to its board of directors.
an ownership transfer agreement is a contract used to transfer ownership of something sold by one person (the seller) to the person buying the products (the buyer). seller shall hold buyer harmless and indemnify buyer for all liabilities and obligations which are not assumed by buyer unless such liabilities or obligations have been executed with buyer’s approval on or after february 1, 2005. buyer shall assume the rights and obligations arising from those contracts listed in exhibit 5.1 as of the completion date, in which case, however, buyer shall assume only those rights and obligations arising or being invoiced after january 31, 2005. seller agrees to meet all obligations towards employees up to the completion date and buyer in respect of all periods thereafter. seller and seller’s guarantor will cooperate to a reasonable extent with buyer in the preparation of audited us gaap financial statements required to be filed with the sec.
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whereas, the transferor desires to transfer to the transferee, and the transferee desires to acquire, on the terms and conditions set forth herein, 100% of the an ownership transfer agreement is a contract used to transfer ownership of something sold by one person (the seller) to the person buying the products (the a transfer of ownership contract template is used as documentation in the transfer of products sold by one person to the person buying the products., transfer of ownership agreement word format, transfer of land ownership agreement sample, transfer of business ownership agreement sample, change of ownership agreement doc, change of ownership agreement doc.
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