This Asset Transfer Agreement (the “Agreement”), dated as of SIGN_DATE, is entered into by and between PARTY_1_NAME (the “Transferor”) and PARTY_2_NAME (the “Transferee”); each may hereunder be referred to individually as a “Party” or collectively as the “Parties”.

 

Recitals

WHEREAS:

(A)  The Transferor is a STRUCTURE1 and operates, among other things, the business of NATURE1 in .

 

(B)  The Transferee is a STRUCTURE2 and operates, among other things, the business of NATURE2 in .

 

(C)  Subject to the terms and conditions set out in this Agreement, the Transferor agrees to transfer its operations, assets, and liabilities to the Transferee and the Transferee agrees to accept from the Transferor, all of the Transferor’s assets, assuming all of the Transferor’s liabilities and obligations.

 

NOW IT IS AGREED AS FOLLOWS:

 

1. Transfer

1.1 Transfer of Assets

At the Closing (as defined in Clause 1.3 below), the Transferor shall transfer to the Transferee all of the Transferor’s right, title and interest in its assets, including without limitation, those listed in Exhibit A (“Transferred Assets”).

 

1.2  Assumed Liabilities

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