Ascension Deed An Ascension Deed is used to transfer property or assets to a new owner, often after the death of the original owner, specifying the legal transfer and conditions of the transfer.
As used herein, "Property" means the real property described in Exhibit "A" attached hereto, and all improvements, fixtures, and appurtenances thereon, and all rights, privileges, and easements appurtenant thereto, as well as any intangible assets specified in Exhibit "B" attached hereto.
Subject to the terms and conditions set forth herein and in compliance with any applicable laws, the Original Owner does hereby convey, transfer, and assign all rights, title, and interest in and to the Property to the New Owner, to have and to hold upon the death of the Original Owner.
In consideration of the transfer of the Property, the New Owner shall perform the following:
(a) Compliance with all stipulations, terms, and conditions identified in the Original Owner's last will and testament or any other governing document;
(b) Payment, if any, of any taxes, levies, or other charges associated with the transfer or the Property;
(c) Compliance with any and all applicable laws, regulations, and requirements pertaining to the transfer and management of the Property, including but not limited to zoning laws and regulations, environmental regulations, and property maintenance;
(d) Completion of any additional requirements stipulated by the Original Owner, as specified in Exhibit "C" attached hereto;
(e) Assuming all obligations, liabilities, and responsibilities associated with the Property;
3.1. Original Owner's Representations
The Original Owner represents and warrants to the New Owner that, as of the effective date of this Deed:
(a) The Original Owner has the power, authority, and capacity to enter into this Deed and to perform its obligations hereunder;
(b) The Original Owner has acquired good and marketable title to the Property free and clear of any encumbrances, liens, or claims;
(c) The Property is not subject to any pending or threatened litigation or administrative proceedings;
(d) The Property does not contain hazardous materials or require environmental remediation under applicable law; and
(e) There are no leases, subleases, licenses, or other contractual rights affecting the Property.
3.2. New Owner's Representations
The New Owner represents and warrants to the Original Owner that, as of the effective date of this Deed:
(a) The New Owner has the power, authority, and capacity to enter into this Deed and to perform its obligations hereunder;
(b) The New Owner shall indemnify, defend, and hold harmless the Original Owner from and against any claims, demands, liabilities, or expenses, either directly or indirectly resulting from, or in connection with, the New Owner's acceptance, possession, or management of the Property;
(c) The New Owner shall ensure compliance with all applicable laws, rules, and regulations, and obtain any necessary permits, approvals, or licenses required in connection with the transfer or management of the Property;
(d) The New Owner has conducted any necessary due diligence and inspections with respect to the Property;
(e) The New Owner shall notify the appropriate authorities of the assets received, if required by law or directive;
4.1. Governing Law
This Deed shall be governed by and construed in accordance with the laws of the United States and the State of [State Name].
4.2. Dispute Resolution
Any dispute or controversy arising under, out of, or in connection with, or in relation to this Deed or any amendment hereof or the breach thereof when such dispute cannot be resolved through good faith negotiations of both parties, shall be submitted for mediation under the auspices of the American Arbitration Association ("AAA") in accordance with the then-current rules of the AAA.
If any provision of this Deed is held to be invalid, illegal, or unenforceable, such provision shall be deemed to be amended or severed to the extent necessary to make it valid, legal, and enforceable, while the remaining provisions of this Deed shall continue in full force and effect.
This Deed, together with any attachments or exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements, understandings, and representations.
This Deed may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of executed counterparts by electronic mail in Portable Document Format (PDF) or other means of electronic format capable of retaining, creating, or otherwise reproducing the PDF shall be effective as originals.
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In this Ascension Deed, you will see the following sections:
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