Transfer Agreement Sample Contracts

Transfer Agreement

A transfer agreement defines the manner in which one party may convey an asset or part of an asset to another party.  Transfer agreements typically have terms such as the amount of money or other consideration, when, where and in what manner the transfer will take place, and the penalty for breaching the agreement.  Transfer agreements are also used when conveying gifts.

Carvana Co. – Transfer Agreement (December 28th, 2018)

This TRANSFER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of December 21, 2018, is by and between Carvana Auto Receivables Depositor LLC, a Delaware limited liability company ("Carvana Auto"), as the seller (the "Seller"), and Sonoran Auto Receivables Trust 2018-1 Term, a Delaware statutory trust (the "Trust"), as the purchaser (the "Purchaser").

Tcr2 Therapeutics Inc. – Royalty Transfer Agreement (December 28th, 2018)
Transfer Agreement (October 29th, 2018)

This TRANSFER AGREEMENT (this "Agreement"), dated as of October 15, 2018, is by and among Bluegreen Vacations Corporation, a Florida corporation ("Bluegreen"), BXG Timeshare Trust I, a statutory trust formed under the laws of the State of Delaware ("BXG Timeshare I" or the "Seller") and BRFC 2018-A LLC, a Delaware limited liability company (the "Depositor"), and their respective permitted successors and assigns.

Bfc Financial – Transfer Agreement (October 29th, 2018)

This TRANSFER AGREEMENT (this "Agreement"), dated as of October 15, 2018, is by and among Bluegreen Vacations Corporation, a Florida corporation ("Bluegreen"), BXG Timeshare Trust I, a statutory trust formed under the laws of the State of Delaware ("BXG Timeshare I" or the "Seller") and BRFC 2018-A LLC, a Delaware limited liability company (the "Depositor"), and their respective permitted successors and assigns.

Harpoon Therapeutics, Inc. – Royalty Transfer Agreement (October 24th, 2018)
Tcr2 Therapeutics Inc. – Royalty Transfer Agreement (October 10th, 2018)
Carvana Co. – Transfer Agreement (August 8th, 2018)

This TRANSFER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of August 7, 2018, is by and between Carvana Auto Receivables Depositor LLC, a Delaware limited liability company ("Carvana Auto"), as the seller (the "Seller"), and Sonoran Auto Receivables Trust 2017-1 Term, a Delaware statutory trust (the "Trust"), as the purchaser (the "Purchaser").

Share Purchase and Transfer Agreement (June 14th, 2018)

Page 1. Definitions 3 2. Sale Shares, Target Group 3 3. Sale and Transfer of the Sale Shares 6 4. Shareholder Loans, Intra Group Receivables and Agreements 7 5. Aggregate Purchase Price; Share Purchase Price; Shareholder Loan Purchase Price 8 6. Payments 10 7. Merger Control Proceedings/ Foreign Trade Clearance 11 8. Closing 14 9. Liability of Sellers and Purchasers 15 10. Sellers Covenants until Closing 15 11. Closing Conditions 20 12. Closing Actions 23 13. Sellers Warranties 28 14. Remedies 29 15. Exclusion and Limitations of Liability 32 16. Purchasers Warranties 35 17. Tax Warranties and Tax Indemnifications 37 18. Undertaking of the Purchasers 37 19. Information Entitlement of th

SHARE PURCHASE AND TRANSFER AGREEMENT by and Between Dr Joachim Loffler and Mr Dietmar Flessa and Mr Reiner Bauersachs and AVX INTERCONNECT Europe GmbH for the Acquisition of All Shares in KUMATEC Sondermaschinenbau & Kunststoffverarbeitung GmbH (May 18th, 2018)

Personal information has been redacted from this Share Purchase Agreement to protect named individuals' personal interests.

Colony Bankcorp, Inc. – Warrant Transfer Agreement (May 11th, 2018)

This Warrant Transfer Agreement (this "Agreement"), dated as of May 10, 2018 (the "Effective Date"), is made by and among Colony Bankcorp, Inc., a Georgia corporation (the "Company") and the sellers listed on Schedule I attached hereto (each a "Seller," and collectively, the "Sellers").

Synchrony Card Issuance Trust – Amended and Restated Transfer Agreement (May 4th, 2018)

AMENDED AND RESTATED TRANSFER AGREEMENT, dated as of May 1, 2018 (this "Agreement"), between SYNCHRONY CARD FUNDING, LLC, a Delaware limited liability company, as Transferor ("Transferor") and SYNCHRONY CARD ISSUANCE TRUST, a Delaware statutory trust, as Buyer ("Buyer").

Barclays Dryrock Funding LLC – (As Required by Section 2.11(c)(v) of the Transfer Agreement) (May 3rd, 2018)

ASSIGNMENT No. 7 OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN BARCLAYS DRYROCK ISSUANCE TRUST (this "Assignment"), dated as of May 1, 2018, by and between BARCLAYS DRYROCK FUNDING LLC (the "Transferor"), as transferor (the "Transferor"), and BARCLAYS DRYROCK ISSUANCE TRUST (the "Trust"), as issuer, pursuant to the Transfer Agreement referred to below.

Materialise Nv – SHARE AND LOAN PURCHASE AND TRANSFER AGREEMENT Regarding Shares and Shareholder Loans in ACTech Holding GmbH Between PREMIUM Investment L GmbH & Co. KG CornerstoneCapital Ll AG & Co. KG and Materialise GmbH and Materialise N.V. (April 30th, 2018)
Lissome Trade Corp. – Superior Treasure Enterprise Management Consulting (Guangzhou) Corporation Limited He and Meng Xueqin Zhou Yongyi Ji and Guangdong Cang Bao Tian Xia Artworks Corporation Limited Shareholder Usufruct Transfer Agreement Dated: January 20th,2018 the People's Republic of China Shareholder Usufruct Transfer Agreement (April 11th, 2018)

This Shareholder Usufruct Transfer Agreement (this "Agreement") is made and entered into, as of (January 20th, 2018), in (Guangzhou City), the People's Republic of China, by the Parties, as follows:

American Express Receivables Financing Corp VIII LLC – AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC, Transferor AMERICAN EXPRESS ISSUANCE TRUST II, Issuer and THE BANK OF NEW YORK MELLON, Indenture Trustee THIRD AMENDED AND RESTATED TRANSFER AGREEMENT Dated as of April 1, 2018 (April 4th, 2018)

This THIRD AMENDED AND RESTATED TRANSFER AGREEMENT among AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC, a Delaware limited liability company, as transferor (the Transferor), AMERICAN EXPRESS ISSUANCE TRUST II, a statutory trust created under the laws of the State of Delaware, as issuer (the Issuer or the Trust), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as indenture trustee (the Indenture Trustee), is made and entered into as of April 1, 2018.

EXCO Resources, Inc. – Membership Interest (Erpa) Transfer Agreement (March 1st, 2018)

THIS MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENT (this Agreement) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:57 p.m. on November 30, 2017 (the Effective Time), by and among BG US Production Company, LLC, a Delaware limited liability company (Seller), EXCO Resources (PA), LLC, a Delaware limited liability company (Company), and EXCO Holding (PA), Inc., a Delaware corporation (Purchaser). Each of Seller, Company and Purchaser may be referred to as a Party or together, as the Parties. Capitalized terms not otherwise defined herein, including in Section 14, shall have the meanings attributed to them in the Second Amended and Restated Limited Liability Company Agreement, dated June 1, 2010, of Company (as amended from time to time, including an amendment on October 14, 2014, the Operating Agreement).

EXCO Resources, Inc. – Membership Interest (Midstream) Transfer Agreement (March 1st, 2018)

THIS MEMBERSHIP INTEREST (MIDSTREAM) TRANSFER AGREEMENT (this Agreement) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:57 p.m. on November 30, 2017 (the Effective Time), by and among BG US Production Company, LLC, a Delaware limited liability company (Seller), EXCO Appalachia Midstream, LLC, a Delaware limited liability company (Company), and EXCO Holding (PA), Inc., a Delaware corporation (Purchaser). Each of Seller, Company and Purchaser may be referred to as a Party or together, as the Parties. Capitalized terms not otherwise defined herein, including in Section 14, shall have the meanings attributed to them in the Second Amended and Restated Limited Liability Company Agreement, dated June 1, 2010, of Company (as amended from time to time, including an amendment on October 14, 2014, the Operating Agreement).

EXCO Resources, Inc. – Membership Interest (Bg Pa) Transfer Agreement (March 1st, 2018)

THIS MEMBERSHIP INTEREST (BG PA) TRANSFER AGREEMENT (this Agreement) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:59 p.m. on November 30, 2017 (the Effective Time), by and among BG US Production Company, LLC, a Delaware limited liability company (Seller), BG Production Company (PA), LLC, a Delaware limited liability company (Company), and EXCO Production Company (PA), LLC, a Delaware limited liability company (the Purchaser). Each of Seller, Company and Purchaser may be referred to as a Party or together, as the Parties. Capitalized terms not otherwise defined herein, including in Section 12, shall have the meanings attributed to them in the Amended and Restated Operating Agreement of Company dated June 1, 2010 (as amended, the Operating Agreement).

EXCO Resources, Inc. – Membership Interest (Bg Wv) Transfer Agreement (March 1st, 2018)

THIS MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENT (this Agreement) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:59 p.m. on November 30, 2017 (the Effective Time), by and among BG US Production Company, LLC, a Delaware limited liability company (Seller), BG Production Company (WV), LLC, a Delaware limited liability company (Company), and EXCO Production Company (WV), LLC, a Delaware limited liability company (the Purchaser). Each of Seller, Company and Purchaser may be referred to as a Party or together, as the Parties. Capitalized terms not otherwise defined herein, including in Section 12, shall have the meanings attributed to them in the Amended and Restated Operating Agreement of Company dated June 1, 2010 (as amended, the Operating Agreement).

Cosmos Holdings Inc. – Liability Transfer Agreement (January 31st, 2018)
Skypeople Fruit Juice – DCON Digital Assets Transfer Agreement Between Peng Youwang and DIGIPAY FINTECH LIMITED Date: 01-23-2018 DCON Digital Assets Transfer Agreement (January 25th, 2018)

Party A is the owner of the DCON digital assets in this Agreement and is the Transferor of 60% of ownership and interest of the DCON digital assets. Party B is the Transferee of 60% of ownership and interest of the DCON digital assets. On the basis of equality and voluntariness and friendly consultations, Party A and Party B reached the following agreements regarding the transfer of DCON digital assets from Party A to Party B or the third party designated by Party B to be binding on both parties:

Municipal Mortgage & Equity, LLC – Transfer Agreement (January 9th, 2018)

This TRANSFER AGREEMENT (this "Agreement") dated as of the 8th day of January, 2018, between MMA Capital Management, LLC ("MMAC" or "Buyer"); and MG Woodside, LLC ("Seller"), recites and provides as follows:

Sorrento Therapeutics, Inc. – License and Transfer Agreement (November 9th, 2017)

This LICENSE AND TRANSFER AGREEMENT (this "Agreement") is made as of August 15, 2017 (the "Effective Date"), by and between TNK Therapeutics, Inc., a Delaware corporation and a majority owned subsidiary of Sorrento Therapeutics, Inc. ("TNK"), Sorrento Therapeutics, Inc. a Delaware corporation ("Sorrento"), and Celularity, Inc., a Delaware corporation ("Celularity").

Carvana Co. – Master Transfer Agreement (November 7th, 2017)

THIS MASTER TRANSFER AGREEMENT (as from time to time amended, supplemented or otherwise modified and in effect, this "Agreement") is made as of November 3, 2017, between Carvana Auto Receivables 2016-1 LLC, a Delaware limited liability company (the "Transferor"), and Sonoran Auto Receivables Trust 2017-1 LLC, a Delaware statutory trust (the "Trust").

Ocwen – Transfer Agreement (November 2nd, 2017)

This TRANSFER AGREEMENT (the "Agreement"), dated as of July 23, 2017 (the "Effective Date"), and is executed within the United States Virgin Islands by and between Ocwen Loan Servicing, LLC, a Delaware limited liability company (the "Seller") and New Residential Mortgage LLC, a Delaware limited liability company (the "Purchaser").

New Residential Investment Corp – Transfer Agreement (November 1st, 2017)

This TRANSFER AGREEMENT (the "Agreement"), dated as of July 23, 2017 (the "Effective Date"), and is executed within the United States Virgin Islands by and between Ocwen Loan Servicing, LLC, a Delaware limited liability company (the "Seller") and New Residential Mortgage LLC, a Delaware limited liability company (the "Purchaser").

Senmiao Technology Ltd – Internet Financial Platform Transfer Agreement (October 30th, 2017)
Senmiao Technology Ltd – Supplementary to Internet Financial Platform Transfer Agreement (October 30th, 2017)

Party A and Party B entered into the Internet Financial Platform Transfer Agreement on September 25, 2016 at Chengdu, Sichuan Province; where both parties agreed that an unrelated third party evaluating institution shall be retained to evaluate the value the relevant assets transferred by Party A and to determine the final price.

Senmiao Technology Ltd – Supplementary to Internet Financial Platform Transfer Agreement (October 6th, 2017)

Party A and Party B entered into the Internet Financial Platform Transfer Agreement on September 25, 2016 at Chengdu, Sichuan Province; where both parties agreed that an unrelated third party evaluating institution shall be retained to evaluate the value the relevant assets transferred by Party A and to determine the final price.

Senmiao Technology Ltd – Internet Financial Platform Transfer Agreement (October 6th, 2017)
Quantech Electronics Corp – Transfer Agreement (September 8th, 2017)

This Transfer Agreement (the "Agreement") is made on September 6, 2017 by and among EVIO, Inc. (the "Transferee"), PalliaTech, Inc., a Delaware corporation (the "Transferor") and PhytaTech CO, LLC, a Colorado limited liability company ("PhytaTech", together with the Transferor, the "Transferor Parties"). The Transferor, the Transferee and PhytaTech are sometimes referred to individually in this Agreement as a "party" and collectively as the "parties".

RedStone Literary Agents, Inc. – Transfer Agreement (August 23rd, 2017)

THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

Wellness Center USA, Inc. – Transfer Agreement (August 14th, 2017)

This Transfer Agreement ("Agreement") is made as of the 11th day of August, 2017 by and between Jay Joshi, MD (hereinafter referred to as "Executive"), being an officer and director of National Pain Centers, Inc., a Nevada corporation (hereinafter referred to as "NPC"), and Wellness Center USA, Inc., a Nevada corporation and owner of all issued and outstanding shares of stock in NPC (hereinafter referred to as the "Company"), and NPC.

Share Purchase and Transfer Agreement (August 9th, 2017)

the number of Warrant Shares underlying the portion of this Warrant which the Holder requests to exercise pursuant to this Section 2A.

China Wind Systems – Transfer Agreement (August 7th, 2017)

Page 1. DefinitionS and interpretation 1 2. sale and purchase of redemption Codes 3 3. transfer consideration of the redemption Codes 3 4. PAYMENT OF TRANSFER CONSIDERATION 3 5. representations and warranties 4 6. fees 6 7. notice and other communicationS 6 8. MISCELLANEOUS 7 9. governing law and jurisdiction 8