ASSIGNMENT OF FINANCIAL ASSET ASSIGNMENT For value received the receipt and sufficiency which is hereby acknowledged, ____________________, as (INSERT TITLE HERE) of (Insert Company name or Bond Holder Name) , assign to ARCHANGEL RELIANCE, L.L.C.,. a TEXAS Corporation, doing business at XXXXXXXXXX XX as assignee, the following PRIVATE PLACMENT Bonds in strict accordance with the terms and conditions herein below: (List Bonds Here)
Conditions of Assignment 1. Assignee and/or its heirs or assigns have paid consideration to Monica Garcia in the amount of 20% Corporate Equity in Archangel Reliance, L.L.C. Effective immediately 2. Thre Will be no Good Faith Payment 3. Assignor agrees to show dated proof that she is in possession of the Bond bearing todays date upon request. 4. Assignment will be effective pending verification and acceptation of financial asset. 7. Upon confirmation of the named financial institution that the Bonds been verified and certified as authentic, Assignee will issue Corporate stock certificates filed with the Secretory of State in Dallas, Texas stating the transfer o 20% equity in Archangel Reliance, L.L.C. to said Party Warranty and Covenant of Assignee 7. Assignee warrants that there has been no breach of the contract that exists between it and a buyer, and that assignee is in full compliance with all the terms and conditions of such contract, and that no assignment or encumbrance exists against all or any part of its rights under such contract except as to this Assignment, which balance of assignment fee shall be paid upon closing. Warranties and Covenants of Assignor 8. Assignor warrants that it is the title, legal and actual owner of the aforementioned Bonds and that the Bonds are in its possession or in possession of an entity in a account or place in Assignors name. 9. Assignor warrants that there are no liens or encumbrances against the Bonds and that it has the power to assign the bonds without further the Bonds were obtained through legal means using legal tender of non-criminal, non terrorist origin. Non-Circumvent 10. The Parties hereto agree not to circumvent any other Party to avoid the payment to such other Party of profits, fees and / or commissions or otherwise, either directly with reference to the
Archangel Reliance, LLC 5435 North Garland Ave Suite 140-173 Garland TX 75040 469-272-4609 631-629-5360 Creating Financial Overflow! TRANS. CODE: AR/DTC/CMO/2014/ DATE: February 28, 2014 Accepted and Approved: Seller Initials : Buyer Initials
transactions contemplated herein and / or any other transactions, subsequent transactions, rollovers, extensions, additions or otherwise. For the purposes of this Assignment circumvention shall mean contacting, being contacted by, dealing with or otherwise becoming involved with any buyer, seller, advisor or other person or entity (or their banks, bank officers, securities firms or account officers, asset managers, traders or other professionals, etc) introduced by one Party to the other Party, to the exclusion of the introducing Party. Each Party affirmatively covenants and agrees to co-operate with all other Parties with full transparency and goodwill towards one another in effecting and executing the intentions and business relationships created under this Assignment. 11. No Party nor any officer, director, employee, representative, associate or agent of either Party shall communicate, reveal, or otherwise disclose, directly or indirectly, the identity of the others entity or any other information with respect to their respective entity. Improper release of such information for any reason, without the prior written consent of the other Party from whom such information originated, shall be a substantial breach of this Assignment and actionable for damages sustained thereby.
12. The Parties hereto agree that Non-Circumvention and Non-Disclosure rules as specified by the ICC, the latest Edition, shall apply to this transaction. Except as required by law or as may be reasonably required by either Party in order to enable and execute the transaction contemplated herein, the Parties agree to maintain the strictest confidentiality of all information and data relating to the business of this transaction and of each other, including, without limitation, economic, financial and/or personal information disclosed, directly or indirectly, or disclosed by visual inspection, and shall not disclose such information and/or data to any third Parties without the prior written consent of the other Parties.
13. The covenants of non-disclosure and non-circumvention contained herein shall apply to the Parties, and, without limitations, to any other business partnership, corporation or other entities related or affiliated by commonality of ownership and / or management, whether now existing or hereafter created, of which the Parties are, without limitations, owners, partners, shareholders, directors, officers, principals, employees, attorneys, consultants, advisors, agents, representatives, or otherwise related and their heirs, successors and assigns.
Material Breach
14. A failure on the part of one of the parties to act in good faith or to fulfill substantially all of the Covenants contained in this Assignment or any act enumerated in this Assignment, which has been deemed a Material Breach. 15. In the event one of the parties declares the other to be in Material Breach, the non-breeching party shall commence an arbitration proceeding with the American Arbitration Association. All decisions by the American Arbitration Association Arbitrator shall be binding upon the parties. However, in the event that the arbitrator is unable or unwilling to make a decision, either party may choose to commence a law suit in a New York State Court with competent jurisdiction. 16. In the event that Assignee is deemed to have Materially Breached this Assignment either by a determination of the American Arbitration Association or a Court of competent jurisdiction
Archangel Reliance, LLC 5435 North Garland Ave Suite 140-173 Garland TX 75040 469-272-4609 631-629-5360 Creating Financial Overflow! TRANS. CODE: AR/DTC/CMO/2014/ DATE: February 28, 2014 Accepted and Approved: Seller Initials : Buyer Initials
Assignor shall receive a return of Bond plus ten percent of the Assignment Fee as liquidated damages. However, notwithstanding any other term of this Assignment. 17. In the event of a Material Breach by the Assignor, Assignor shall be responsible to repay any Good Faith Payments made by Assignor if the Breach is as a result of the Bond not being authenticate. In the event that Assignors Breach is for any other reason aside from the Bonds authenticity, as liquidated damages are impossible to ascertain, the Parties agree that the Assignees damages shall be limited to seizure of the Bond and a fifty (50%) reduction of the Assignment Fee to be paid to Assignor in the same manner as if a Breach had never occurred.
General Obligations of Parties to the Assignment
18. Except where a party has changed its corporate name or merged with another corporation, this Assignment may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Assignment.
19. This Assignment may only be amended or modified by a written instrument executed by The Parties. 20. This Assignment shall be governed by the laws of the State of Texas. 21. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Assignment. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 22. The clauses, paragraphs, and subparagraphs contained in this Assignment are intended to be read and construed independently of each other. If any part of this Assignment is held to be invalid, this invalidity will not affect the operation of any other part of this Assignment. 23.The Parties are liable for all cost, expenses and expenditures including, and without limitation, the complete legal costs incurred by the other Parties in enforcing this Assignment as a result of any default of this Assignment by the others. 24. The Parties acknowledge that this Assignment is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Assignment to be too broad to be enforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of The Parties to give the broadest possible protection against disclosure of the Confidential Information. 25. No failure or delay by any of the Parties in exercising any power, right or privilege provided in this Assignment will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power
Archangel Reliance, LLC 5435 North Garland Ave Suite 140-173 Garland TX 75040 469-272-4609 631-629-5360 Creating Financial Overflow! TRANS. CODE: AR/DTC/CMO/2014/ DATE: February 28, 2014 Accepted and Approved: Seller Initials : Buyer Initials
or privilege provided in this Assignment. 26. This Assignment will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of The Parties. 27. This Assignment may be executed in counterparts and via facsimile and/or by electronic means which shall be deemed as if signed in the original. 28. Time is of the essence in this Assignment. 29. Violation of the terms of paragraphs 10, 11, 12 or 13 of this Assignment shall result in the forfeiture of 100% of the purchase price of the unauthorized transaction to the non-breaching party plus two hundred million dollar.
30. Nothing contained in this Assignment will grant to or create in The Parties, either expressly or impliedly, any right, title, interest or license in or to the contract rights or chattel of the other.
In witness, we have executed this assignment at __________________________ on the __ day of FEBURARY 2014.