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Assignment Assumption And Amendment Agreement
"I need an Assignment Assumption And Amendment Agreement for transferring a UAE construction project contract from our subsidiary to our main company, with the transfer to be effective from March 1, 2025, including provisions for a 3-month transition period and ongoing warranty obligations."
1. Parties: Identification of all parties: Original Party (Assignor), New Party (Assignee), and Other Original Party (Remaining Party)
2. Background: Recitals explaining the original agreement, the reason for assignment, and the parties' intentions
3. Definitions: Definitions of key terms used in the agreement, including the Original Agreement, Effective Date, and Assigned Rights and Obligations
4. Assignment: Provisions detailing the assignment of rights and obligations from Assignor to Assignee
5. Assumption: Assignee's express assumption of the assigned rights and obligations
6. Amendments to Original Agreement: Specific amendments being made to the original agreement
7. Consent and Release: Remaining Party's consent to the assignment and release of Assignor from future obligations
8. Representations and Warranties: Standard representations and warranties from all parties
9. Effective Date and Conditions Precedent: When the assignment takes effect and any conditions that must be met
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate provisions including notices, counterparts, and entire agreement
1. Consideration: Section detailing any payment or consideration for the assignment, if applicable
2. Transition Services: If the Assignor needs to provide temporary support or services to the Assignee
3. Tax Provisions: Specific provisions dealing with tax implications of the assignment, if relevant
4. Intellectual Property: Special provisions for handling IP rights if they form part of the assigned rights
5. Confidentiality: Additional confidentiality provisions if not adequately covered in the original agreement
6. Further Assurance: Obligations to execute additional documents or take further steps to perfect the assignment
7. Third Party Consents: Process for obtaining any required third party consents not obtained prior to signing
1. Original Agreement: Copy of the agreement being assigned
2. Assigned Rights and Obligations: Detailed list of specific rights and obligations being assigned
3. Amendments: Detailed amendments to the Original Agreement in tracked changes or tabulated format
4. Required Consents: List of third party consents required and their status
5. Transition Plan: If applicable, detailed plan for transitioning responsibilities from Assignor to Assignee
6. Form of Notice: Template notice to be sent to third parties regarding the assignment
7. Outstanding Obligations: List of any outstanding obligations or payments as of the effective date
Authors
Amended Agreement
Original Agreement
Assigned Rights
Assigned Obligations
Assignor
Assignee
Remaining Party
Effective Date
Assignment Date
Completion Date
Conditions Precedent
Encumbrance
Governmental Authority
Liability
Loss
Material Adverse Effect
Original Parties
Parties
Permitted Assignment
Related Agreement
Required Consents
Security Interest
Transition Period
Transition Services
Amendment
Business Day
Confidential Information
Consideration
Default
Dispute
Force Majeure Event
Intellectual Property Rights
Notice
Representatives
Surviving Provisions
Working Hours
UAE
Governing Law
Outstanding Obligations
Transfer Documents
Assignment
Assumption
Amendment
Consent and Acknowledgment
Consideration
Representations and Warranties
Conditions Precedent
Release and Discharge
Further Assurance
Transition Services
Payment Terms
Third Party Rights
Notices
Confidentiality
Data Protection
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Assignment and Transfer
Severability
Waiver
Entire Agreement
Counterparts
Costs and Expenses
Indemnification
Compliance with Laws
Anti-Corruption
Language
Amendment and Variation
No Partnership
Time of Essence
Survival
Banking and Financial Services
Real Estate and Construction
Energy and Natural Resources
Technology and Telecommunications
Manufacturing and Industrial
Healthcare and Pharmaceuticals
Retail and Consumer Goods
Transportation and Logistics
Professional Services
Media and Entertainment
Legal
Compliance
Corporate Affairs
Commercial
Finance
Operations
Risk Management
Business Development
Project Management
Contract Administration
Legal Counsel
Contract Manager
Corporate Lawyer
Compliance Officer
Business Development Manager
Project Manager
Chief Legal Officer
Commercial Director
Risk Manager
Operations Director
Company Secretary
Finance Director
General Counsel
Transaction Manager
Legal Operations Manager
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