Jump to Section
What is an Assignment Of Rights Agreement?
An assignment of rights agreement is a written document in which one party, the assignor, assigns to another party all or part of their rights under an existing contract. The most common example of this would be when someone wants to sell their shares of stock in a company.
When you buy shares from someone else (the seller), they agree to transfer them over and give up any control they had on that share. This way, another party can take ownership without going through the trouble of trying to buy the whole company themselves.
Common Sections in Assignment Of Rights Agreements
Below is a list of common sections included in Assignment Of Rights Agreements. These sections are linked to the below sample agreement for you to explore.
Assignment Of Rights Agreement Sample
Exhibit (h.7)
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of December 1, 2007, between JPMORGAN DISTRIBUTION SERVICES, INC. (“JPMDS”), a corporation organized under the laws of the State of Delaware having its principal office at 1111 Polaris Parkway, Columbus, Ohio, The Managers Funds (“TMF”), an investment company organized as a Massachusetts business trust, on behalf of its series, the Managers Money Market Fund (the “TMF Fund”) and The Managers Investment Group LLC, ( “TMIG”) a corporation having its principal office at 800 Connecticut Avenue, Norwalk, Connecticut.
WHEREAS, JPMDS and TMF are parties to an Administrative Services Agreement made and entered into as of May 15, 2004 between JPMorgan Chase Bank, N.A. (“JPMCB”) and TMF and assigned by JPMCB to JPMDS effective February 19, 2005 (the “Administrative Services Agreement”);
WHEREAS, TMF wishes to assign, transfer and convey its rights and delegate its obligations under the Administrative Services Agreement to TMIG, and TMIG wishes to succeed to the rights and assume the obligations of TMF under the Administrative Services Agreement; and
WHEREAS, JPMDS is willing to consent to the assignment of TMF’s rights and the delegation of TMF’s obligations under the Administrative Services Agreement to TMIG and the succession to the rights and assumption of the obligations of TMF under the Administrative Services Agreement by TMIG.
NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement, the parties agree as follows:
Section 1.1 Assignment. TMF does hereby assign, transfer, convey and deliver, irrevocably and unconditionally to TMIG, effective as of November 30, 2007 (the “Effective Date”), all of TMF’s right, title and interest, powers, duties, responsibilities, privileges and remedies of TMF under the Administrative Services Agreement. TMF hereby authorizes TMIG, in the name, place and stead of TMF, to take all action necessary or desirable to enforce the rights assigned hereunder. TMF shall give all notices, make all filings and take such other action as TMIG reasonably requests to perfect and preserve TMIG’s rights acquired hereby.
Section 1.2 Assumption. TMF hereby delegates and TMIG hereby assumes all duties, liabilities and obligations and shall render all performance of TMF under the Administrative Services Agreement and accepts the terms of the Administrative Services Agreement as of and from and after the Effective Date. For the avoidance of doubt, TMIG shall have no liability or obligation whatsoever with respect to any duties, liabilities or obligations of TMF with respect to the Administrative Services Agreement existing or arising out of circumstances occurring prior to the Effective Date.
Section 1.3 Consent to Assignment. JPMDS hereby consents to the assignment of TMF’s rights and the delegation of TMF’s obligations under the Administrative Services Agreement to TMIG and the succession to the rights and assumption of the obligations of TMF under the Administrative Services Agreement by TMIG, effective as of the Effective Date.
In addition, JPMDS hereby releases TMF from any obligations of TMF arising and to be performed under the Administrative Services Agreement on or after the Effective Date. JPMDS agrees not to make any claim against TMF with respect to any obligations of TMF arising and to be performed under the Administrative Services Agreement on or after the Effective Date. JPMDS agrees that TMIG has no liability with respect to any obligations arising or to be performed under the Administrative Services Agreement prior to the Effective Date. JPMDS further agrees that TMIG shall have all rights of TMF with respect to JPMDS’ obligations, duties and performance under the Administrative Services Agreement.
Section 1.4 Representations and Warranties. Each party represents and warrants with respect to itself that:
(a) This Agreement has been duly authorized, executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement;
(b) It is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. It has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; and
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of its obligations hereunder (x) do not and will not conflict with, or result in a violation of or default under, its constitutive documents, and (y) do not and will not conflict with in a material manner, or result in a material violation of or material default under, any other governing instrument applicable to it, or any agreement or other instrument to which it is a party or by which it or any of its properties or assets are bound, or any permit, franchise, judgment, decree, injunction, statute, order, law, rule or regulation applicable to it or its businesses, properties or assets.
Section 1.5 Further Assurances. Each party agrees to execute and deliver any and all such other documents and instruments and take or cause to be taken any and all such other actions as any other party may reasonably request (at the cost of the requesting party) or that are reasonably necessary or appropriate in order to give full effect to the terms of this Agreement.
Section 1.6 Headings. The Section headings in this Agreement are for convenience only and shall not affect the construction of this Agreement.
Section 1.7 Amendments/Waivers. This Agreement may be amended, modified, supplemented or be subject to a waiver only by an agreement in writing signed by each party.
Section 1.8 Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
Section 1.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
2
Section 1.10 Notices. All communications and notices hereunder shall be in writing and, except as otherwise provided, shall be delivered, mailed, cabled or telexed to the following addresses:
If to JPMDS:
JPMorgan Distribution Services, Inc.
1111 Polaris Parkway, Suite 2-J
Columbus, Ohio 43240
Attn. President
Fax: (614) 213-6324
If to TMF:
The Managers Funds
800 Connecticut Avenue
Norwalk, CT 06854
Attn. President
Fax: (203) 299-3580
If to TMIG:
The Managers Investment Group, LLC
800 Connecticut Avenue
Norwalk, CT 06854
Attn.
Fax:
Section 1.11 Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No party to this Agreement may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of each of the other parties, and any purported assignment without such consent shall be void.
3
Section 1.12 Entire Agreement, Etc.
This Agreement constitutes the entire agreement between the parties and supersedes all other agreements, understandings, representations and warranties, whether written or oral, among the parties with respect to the subject matter of this Agreement.
Section 1.13 Separability.
If any provision of this Agreement is declared or held invalid, illegal or unenforceable, in whole or in part, whether generally or in any particular jurisdiction, such provision shall be deemed amended to the extent, but only to the extent, necessary to cure such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions of this Agreement, both generally and in every other jurisdiction, shall not in any way be affected or impaired thereby.
Section 1.14 No Third-Party Beneficiaries.
Nothing in this Agreement, express or implied, shall give to any person, other than the parties to this Agreement and their successors and assigns under this Agreement, any benefit or any legal or equitable right, remedy or claim under this Agreement.
* * *
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
4
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.
JPMORGAN DISTRIBUTION SERVICES, INC. | ||
By: |
| |
Name: | ||
Title: | ||
THE MANAGERS FUNDS, on behalf of its Series, | ||
THE MANAGERS MONEY MARKET FUND | ||
By: |
| |
Name: | ||
Title: | ||
THE MANAGERS INVESTMENT GROUP, LLC | ||
By: |
| |
Name: | ||
Title: |
Reference:
Security Exchange Commission - Edgar Database, EX-99.(H)(7) 5 dex99h7.htm FORM OF ASSIGNMENT AGREEMENT, Viewed December 20, 2021, View Source on SEC.
Who Helps With Assignment Of Rights Agreements?
Lawyers with backgrounds working on assignment of rights agreements work with clients to help. Do you need help with an assignment of rights agreement?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate assignment of rights agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
Meet some of our Assignment Of Rights Agreement Lawyers
January 29, 2024
Bill C.
I am a corporate business and securities attorney licensed in Illinois with more than a decade of legal experience holding both a J.D. and Master in Law in Taxation. I specialize in advising technology companies in the cryptocurrency space with regulatory compliance (eg. securities law, FinCen, and MSB rules) and cybersecurity matters (eg. GDPR, HIPAA, and CCPA), licensing agreements (SaaS, End User Licensing Agreement, Master License Agreement and etc), brokerage agreements, vendor agreements, revenue share agreements, affiliate agreements, and other related business and technology contracts. Having served as both an outside and an in-house counsel, I have worked with many early stage and mid-size companies, including blockchain companies with issued tokens in the top 100 ranking. With a strong understanding of core business needs for cryptocurrency companies and the ability to translate business needs into legal requirements, I have successfully helped businesses in the cryptocurrency space establishing their contracts, meeting regulatory compliance requirements (SEC, FinCen), and negotiating contracts with partners and vendors.
February 14, 2024
Dany C.
Lawyer Vets APC is a digital legal practice founded on the idea that legal services should be available to all– Not just a privileged few. In support of this mission, we leverage technology to reduce overhead, increase productivity, and put more money in our client's pockets.
February 6, 2024
Sayema H.
Sayema Hameed is an experienced California attorney offering exceptional legal services in the field of employment law. With over two decades of legal experience, Sayema provides her clients with thoughtful and strategic advice and counsel, attention to detail, and high quality work to satisfy client goals and achieve successful outcomes. Helping clients maintain legal compliance, reduce liability exposure, and resolve conflicts efficiently are top priorities of Hameed Law Group. Sayema's practice includes preparation and update of employee handbooks, policies, and contracts, as well providing advice and counsel in all areas of employment in California. Sayema makes it a priority to stay up to date on the latest developments in California employment law. Sayema has been recognized as a Southern California Super Lawyer (2019-2024) and previously as a Rising Star (2009-2017) by Super Lawyers, a rating service of outstanding lawyers who have attained a high-degree of peer recognition and professional achievement.
February 10, 2024
Ann D.
Ann R. Dougherty, Esquire practices in both Pennsylvania and New Jersey with over 25 years of experience and has taught legal writing at the Delaware Law School of Widener University. Ann’s experience includes general liability, commercial property and bad faith insurance coverage litigation. Ann has successfully represented corporations in declaratory judgment matters concerning environmental and asbestos exposure, handled excess recoveries, comprehensive claim reviews and negotiated cost sharing agreements. She has also represented religious organizations including risk management strategies. In addition to practicing law, Ann also teaches introductory Philosophy and Ethics courses. Ann is a member of the Philanthropic Educational Organization for Women and the Daughters of the American Revolution. She has served on the Boards of the American Lung Association of the Mid-Atlantic for Delaware and the Wilmington Ballet Academy.
February 12, 2024
Lissette E.
Litigation and Immigration Attorney with over 12 years of experience.
February 20, 2024
John V.
Education: Georgetown Law (83), Yale (75- BA in Economics), Hotchkiss School (1970). Practice areas have included commercial litigation, individual litigation, and securities litigation and arbitration.
February 22, 2024
Susan T.
General practitioner since 2005, general practice; civil disputes, torts.... logo Call us: (410) 878-7006 Menu Services Maryland Mobile Last Will & Testament Services All Maryland Legal Services Susan C. Trimble Attorney at Law WHAT WE ARE ABOUT Susan C. Trimble, is an established attorney in the Maryland area. Her work is infused with commitment to her community and family. is tailored to your wants and needs. Here you will find an approachable, personable and conscientious advocate. EDUCATION: Juris Doctorate (JD). University of Baltimore School of Law, Baltimore, Maryland, USA. 2006. Bachelor of Science (BS), English Literature. Towson University, 1989. Associate in Claims, (AIC) certification. Fraud Claims Law Associate, (FCLS) certification.
Find the best lawyer for your project
Browse Lawyers NowHow It Works
Business lawyers by top cities
- Austin Business Lawyers
- Boston Business Lawyers
- Chicago Business Lawyers
- Dallas Business Lawyers
- Denver Business Lawyers
- Houston Business Lawyers
- Los Angeles Business Lawyers
- New York Business Lawyers
- Phoenix Business Lawyers
- San Diego Business Lawyers
- Tampa Business Lawyers
Assignment Of Rights Agreement lawyers by city
- Austin Assignment Of Rights Agreement Lawyers
- Boston Assignment Of Rights Agreement Lawyers
- Chicago Assignment Of Rights Agreement Lawyers
- Dallas Assignment Of Rights Agreement Lawyers
- Denver Assignment Of Rights Agreement Lawyers
- Houston Assignment Of Rights Agreement Lawyers
- Los Angeles Assignment Of Rights Agreement Lawyers
- New York Assignment Of Rights Agreement Lawyers
- Phoenix Assignment Of Rights Agreement Lawyers
- San Diego Assignment Of Rights Agreement Lawyers
- Tampa Assignment Of Rights Agreement Lawyers
related contracts
- 93a Demand Letter
- A1 Visa
- A2 Visa
- Accounting Services Agreement
- Accounts Receivable Purchase Agreement
- Ad Agency Contract
- Adhesion Contract
- Advertising Services Agreement
- Agency Agreement
- Agency Contract
other helpful articles
- How much does it cost to draft a contract?
- Do Contract Lawyers Use Templates?
- How do Contract Lawyers charge?
- Business Contract Lawyers: How Can They Help?
- What to look for when hiring a lawyer
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
View Trustpilot ReviewContracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.
View Trustpilot ReviewI never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.
View Trustpilot ReviewI got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.
View Trustpilot Review