Transfer of interest of one partner to another, with compromise and settlement. This agreement is entered into _________, 19__, by and between _________, known as assignor, and _________, known as assignee. The parties have been involved in various contracts relating to the operation of a _________[e.g., class _________ liquor] license under the name of _________[e.g., _________ bar and lounge]. Assignor is indebted to assignee for monies loaned, chattel mortgages, management fees and legal fees. Assignee has filed a suit against assignor in the _________ court of _________. In consideration of the covenants and agreements here, it is agreed by and between the parties as follows: Assignor agrees: 1. To transfer, convey and assign all of right, title and interest in _________[e.g., the class _________ liquor] license operated as _________[e.g., _________ bar and lounge] to assignee, his [her] heirs or assigns. 2. To execute and place in escrow any papers necessary to the completion of this agreement and the transfer and assignment of _________[e.g., class _________ liquor] license to assignee or his [her] assigns. 3. To sign and deliver to assignee at the time this agreement is signed a request for and consent to _________[e.g., the _________ police department, the _________ city commission and the _________ liquor control commission] requesting their consent to the transfer of the license from assignor to assignee or his [her] assigns. 4. To execute any and all papers necessary to completely carry out all the terms of this agreement, or in lieu of that the papers shall be signed upon orders of a judge of the _________ court of _________ in case No. _________. 5. To agree to the immediate appointment of assignee as receiver of the license and his [her] appointment as receiver by order of the _________ court of _________ in case No. _________ presently pending and to the issuance of the _________[e.g., class _________ liquor] license to the receiver by the _________[e.g., liquor control commission] pending approval and transfer of the license to assignee, his [her] heirs or assigns. 6. To assign to assignee all assignor's right, claims and causes of actions against _________ and/or _________, their heirs and assigns. This assignment includes claims and causes of action of any kind or nature. 7. To make the _________ court of _________ or its judges irrevocable attorneys and agents in fact with the power and authority to authorize and decree any act to be done in consummation of this agreement. 8. To transfer to the receiver all _________[e.g., alcoholic beverages] contained in the inventory submitted to the _________[e.g., liquor control commission] without costs. 9. To do no act or acts to improperly or unduly interfere with the operation of the business by the receiver or the completion or execution of this agreement.
10. To transfer, assign and convey to assignee all rights, claims and causes of actions against assignee, his [her] heirs, estate or assigns or the partnership of which he [she] was a part during his [her] lifetime. 11. To release all right, title and interest in any of the personal property used in the operation of the _________[e.g., _________ bar and lounge] and any equity of redemption of the chattel mortgage on the premises and on the personal property held or claimed by assignor. 12. To cooperate fully with assignee for conferences and court appearances, if any are necessary, in connection with any of the claims against assignor in the enforcement of any of the claims assignor assigns to assignee. 13. To keep assignee advised of assignor's whereabouts at all times and not do anything to jeopardize assignee's exercise of assignments or claims or defense to any claims or causes of action against assignor. Assignee agrees: 1. To settle, compromise and hold assignor entirely harmless from the following debts and obligations, provided all these debts can be settled and compromised for a sum not to exceed _________ dollars: _________[list of debtors and amount owed by each]. 2. To save assignor harmless on all claims and obligations and causes of action by _________ and their respective heirs and assigns, arising out of the handling or connected with _________. 3. To save assignor harmless from all claims and causes of actions by _________, his [her] heirs, assigns or estate, or the law firm which represented him [her] connected at death. 4. To pay to the law firm of _________ the sum of _________ dollars in escrow upon the following terms and conditions: _________. 5. To act as receiver for the operation of _________[e.g., _________ bar and lounge] during the pendency of proceedings for the transfer of the license to assignee and to hold assignor harmless from all obligations in connection with it. 6. To receive no other compensation as receiver other than the net proceeds from the operation of the business known as _________[e.g., _________ bar and lounge]. 7. To refrain from any attempt to recover or obtain any money or thing of value from assignor arising out of the operation of _________[e.g., _________ bar and lounge] or any other claim assignee may have against assignor and to hold assignor entirely harmless and particularly, but not limited to, claims for rent, loans, manager's fees and attorney's fees. It is further agreed that assignee shall dismiss or be responsible for obtaining dismissal of the present suit No. _________ by assignee and _________ pending in the _________ court of _________, upon the transfer of the _________[e.g., class _________ liquor] license to assignee or his [her] assignees. It is further agreed that the receivership of assignee shall be terminated _________ days after final disapproval of the transfer of _________[e.g., the class _________ liquor] license from assignor to assignee or his assigns or the final refusal of _________[e.g., the United States Internal Revenue Service] to compromise and settle its claims against assignor in accordance with paragraph 1 above, whichever first occurs. It is further agreed that a successor receiver may be appointed upon the mutual consent of the parties and the proceeds of the business or operation shall be paid to the clerk of the _________ court of
_________ at intervals not to exceed _________ days or as directed by the _________ court of _________ in case No. _________. It is further understood and agreed that the proceeds over and above the necessary expenses of the successor receivership as approved by the court shall be held in trust for the following purposes in the following order of priority. (a). For the payment of any unpaid portion of the reasonable attorney fees owed by assignor to his [her] attorneys, _________. (b). For the payment to assignee in refund of any sums assignee has paid to _________ and _________ to apply on, or have been applied on their attorney fees under this agreement, this being a reference to the initial and monthly payments payable to _________ and _________ in escrow as provided. (c). For the payment to assignee in refund of the license fees that he [she] has in fact paid, prorated for the unused portion of the license year during which the receivership terminates. It is further agreed that this agreement is not and shall not be considered a third-party beneficiary contract or for the benefit of any other person or persons other than the parties and shall not be enforceable by any other person or persons other than the heirs or assigns of the parties. It is further stipulated that this agreement shall be subject to the transfer of the license from assignor to assignee or his [her] assigns by the _________[e.g., liquor control commission] and that no money shall be paid out in connection with this agreement except as provided until the transfer of the license is approved and transferred to assignee. In witness etc.