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Assignment of Bill Of Sale

This Assignment of Bill Of Sale is made on ________,20 __, between ________, Assignor, of ________ City of ________, State of ________ and ________, Assignee, of ________, City of ________ State of ________.

For valuable consideration, the parties agree to the following terms and conditions:

01. The Assignor assigns all interest, burdens, and benefits in the following described Bill of Sale to the Assignee:

(Describe contract)

This Bill of Sale is attached to this Assignment of Bill Of Sale and is a part of this Assignment.

02. The Assignor warrants that this Bill of Sale is in effect, has not been modified, and is fully assignable. If the consent of a third party is necessary for this Assignment of Bill Of Sale to be effective, such consent is attached to this Assignment and is a part of this Assignment. Assignor agrees to indemnify and hold the Assignee harmless from any claim which may result from the Assignor's failure to perform under this Assignment of Bill of Sale prior to the date of this Assignment.

03. The Assignee agrees to perform all of the obligations of the Assignor and receive all of the benefits of the Assignor under this Assignment of Bill Of Sale. Assignee agrees to indemnify and hold the Assignor harmless from any claim which may result from the Assignee's failure to perform under this contract after the date of this Assignment.

04. Further Assurances. From time to time each party shall execute and deliver such further instruments and shall take such other action as any other party may reasonably request in order to discharge and perform their obligations and Assignment hereunder and to give effect to the intentions expressed in this Assignment.

05. Severability. Should any Court hold that any portion of this Assignment of Bill Of Sale is invalid, the remainder shall be in full force and effect, and the invalid portion shall be struck from the Assignment of Bill Of Sale or modified as the Court shall order.

06. Representations. Neither party has made any representations nor promises, other than those contained in this Assignment of Bill Of Sale or in some further writing signed by the party making the representation or promise.

07. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the United States Postal Service. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

If to the [Seller]:
[name]
[street address]
[city, state, zip]

If to the [Buyer]:
[name]
[street address]
[city, state, zip]

All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; three (3) business days after deposit in any United States Post Office, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

08. Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Assignment of Bill of Sale. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Assignment of Bill of Sale be deemed to be a valid and binding Assignment of Bill of Sale enforceable in accordance with its terms.

09.Execution In Counterparts. This Assignment of Bill of Sale may be executed in several counterparts and when so executed shall constitute shall constitute one Assignment of Bill of Sale binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.

10. No Representations. Neither party has made any representations nor promises, other than those contained in this Assignment of Bill of Sale or in some further writing signed by the party making the representation or promise.

11. Further Assurances. In connection with this Assignment of Bill of Sale and the transactions contemplated hereby, each party to this Assignment of Bill Of Sale will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Assignment of Bill Of Sale and the transactions contemplated hereby.

12. This Assignment of Bill of Sale binds and benefits both parties and any successors. This document, including any attachments, is the entire Assignment of Bill of Sale between the parties.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.

[Signature]

[Assignee]

[Name]

[Signature]

[Assignor]

[Name]

[Signature]

[Witness]

[Name]