LAW IME UMANAH CHAMBERS PARTS OF A DEED OF ASSIGNMENT EMMANUEL, MICHAEL MATTHEW.ESQ A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.

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1 IME UMANAH CHAMBERS LAW IME UMANAH CHAMBERS A.K.A. TRAILBLAZERS INN OF COURT FACULTY OF LAW, UNIVERSITY OF UYO, UYO NIGERIA. LEGAL STUDIES RESEARCH PAPER SERIES RESEARCH PAPER 2015 January, 2015 PARTS OF A DEED OF ASSIGNMENT EMMANUEL, MICHAEL MATTHEW.ESQ LLB V [FACULTY OF LAW, UNIVERSITY OF UYO, UYO] This paper can be downloaded without charge from

2 DEED OF ASSIGNMENT A Deed is any legal instrument in writing which passes, affirms or confirms an interest, right or property and that is signed, attested, delivered and in some jurisdiction sealed. Most commonly associated with transferring title to property. A Deed of Assignment is an agreement under which some or all assets of an insolvent debtor are assigned to a trustee for the purpose of selling them and distributing the sale proceeds equitably among the creditors. PARTS OF A DEED OF ASSIGNMENT Parts of a deed of assignment can be divided into four (4) divisions of a deed namely. 1) INTRODUCTORY PART: This includes preliminary matters such as a) Commencement b) Date c) Parties and d) Recitals 2) OPERATIVE PART: This starts with testatum and it provides for other important clauses such as

3 b) Consideration c) Receipt clause d) Capacity of the Vendor and the Covenant for title e) Word grant f) Parcel g) Habendum h) Exceptions and Reservations 3) MISCELLANEOUS CLAUSES : a) Covenant for indemnity b) Acknowledgment for production and undertaking for safe custody 4) CONCLUDING PART: a) Testimonium b) Schedules c) Execution and attestation These various parts mentioned above are clearly identified in the Deed of Assignment in the next page.

4 DEED OF ASSIGNMENT BETWEEN ABC BANK PLC (Assignor) AND DD LIMITED (Assignee) Prepared by: GURU GURU Solicitor

5 DEED OF ASSIGNMENT VARIOUS PARTS AND CONTENTS OF A DEED OF ASSIGNMENT 1) INTRODUCTORY PART: a) THE COMMENCEMENT THIS DEED OF ASSIGNMENT is b) DATE made this.. day of c) PARTIES BETWEEN ABC Plc a registered company carrying the business of banking and having its Corporate Headquarters at Victoria Island, Lagos Nigeria (herein after called "the Assignor" which term shall where the context permits include its assigns and successors-in-title) of the first part; AND DD LIMITED a Limited liability company of Ikeja, Lagos State, Nigeria (hereinafter called "the Assignee" which term shall where the context permits include their assigns and successors-in-title) of the second part. d) RECITAL WHEREAS: 1. By a Deed of Legal Mortgage registered as No. 10 at Page 10 in Volume 707 of the Land Registry at Akure, the property situate at Plot 6 on

6 Obanla Layout, Akure, Ondo State of Nigeria covered by Certificate of Occupancy registered as Number 5 at page 5 in volume 422 of the Lands Registry at Akure was mortgaged to the Assignor by XXX Limited (as Borrower) and Mr. ZZ (as Surety). 2. The said XXX Limited and Mr. ZZ have forfeited their rights and interests over the said property having defaulted in redeeming their liabilities as Borrower and Surety respectively. 3. The Assignor in exercise of its power pursuant to provisions of the aforementioned Deed of Legal Mortgage have sold by private treaty the property hereinbefore mentioned to the Assignee for the sum of N3,000,000.00k (Three Million Naira only). 2) OPERATIVE PART: a) TESTATUM NOW THIS DEED WITNESSES as follows:- b) THE CONSIDERATION In consideration of the sum of N3,000,000.00k (Three Million Naira only) paid to the Assignor by the Assignee c) THE RECEIPT CLAUSE (the receipt of which sum the Assignor hereby acknowledges by executing this Deed), d) COVENANT FOR TITLE the Assignor as unpaid Mortgagee in exercise of its power of sale under the provisions of the Deed of Legal Mortgage

7 registered as No. 10 at Page 10 in Volume 707 of the Land Registry in Akure e) WORD OF GRANT and hereby conveys all that piece or parcel of land together with the building f) PARCEL thereon lying and situate at Plot 6 on Obanla Layout, Akure, Ondo State of Nigeria covered by Certificate of Occupancy registered as Number 5 at page 5 in volume 422 of the Lands Registry at Akure, Ondo State g) HABENDUM TO HOLD UNTO AND TOTHE USE OF THE ASSIGNEE in accordance with the provisions of the Land Use Act 1978 and to the intent that the charge created by the Mortgage shall cease and the mortgaged property shall be discharged from all moneys at anytime owing on the security of and from all charges, demands whatever. THE ASSIGNEE HEREBY COVENANTS WITH THE ASSIGNOR as follows: a. That the Assignee shall pursue vacant possession of the property at their own expense with the necessary assistance of the Assignor. b. To process all transfer documents including obtaining the Governor's Consent. c. The Assignee hereby state that they have sought independent legal advice from their counsel in respect of this transaction and have conducted a positive search in respect of the property at the Lands Registry, Akure.

8 3.) MISCELLANEOUS CLAUSE: a) COVENANT FOR INDEMNITY (ASSIGNEE) d. That should the sale be set aside by the court for any reason whatsoever, the Assignee will only be entitled to a refund of the purchase price. THE ASSIGNOR COVENANT WITH THE ASSIGNEE as follows: i. To prepare and deliver immediately after collection of the purchase price the duly executed Deed of Assignment and the original Certificate of Occupancy to the Assignee. ii. To give all the necessary assistance to the Assignee towards procuring the Governor's consent and perfection of the Deed of Assignment. COVENANT FOR INDEMNITY (ASSIGNOR) iii. That the Assignor shall at all times indemnify the Assignee for actions, proceedings, claims, costs, damages, expenses and liabilities, arising from any defect in the Assignor's title to the property herein. 4) CONCLUDING PART a) TESTIMONIUM IN WITNESS WHEREOF the parties hereto have hereunto executed these presents in the manner hereinafter appearing. b) EXECUTION AND ATTESTATION COMMON SEAL of the within named ASSIGNOR, ABC Plc was duly affixed hereto in the presence of:

9 .. DIRECTOR SECRETARY COMMON SEAL of the within named ASSIGNEE, DD LIMITED was duly affixed hereto in the presence of:.. DIRECTOR SECRETARY I HEREBY CONSENT TO THE WITHIN NAMED TRANSACTION DATED THIS. DAY OF 20. THE HON. ATTORNEY GENERAL & COMMISSIONER OF JUSTICE FOR: THE EXECUTIVE GOVERNOR OF ONDO STATE DATED THIS DAY OF. 20. Prepared by: GURU GURU NO.111 ATIKU HIGHWAY, UYO, AKWA IBOM STATE Solicitor