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Assignment Assumption Agreement
"I need an Assignment Assumption Agreement under Swiss law to transfer our software licensing agreement with TechCorp AG to our new subsidiary, with the transfer to be effective from March 1, 2025."
1. Parties: Identification of the Assignor, Assignee, and other relevant parties (including the original counterparty to the assigned agreement)
2. Background: Context of the assignment, including details of the original agreement being assigned and reasons for the assignment
3. Definitions: Definitions of key terms used in the agreement, including 'Original Agreement', 'Assigned Rights', 'Assumed Obligations'
4. Assignment and Assumption: Core provisions detailing the assignment of rights and assumption of obligations
5. Effective Date: Specification of when the assignment and assumption become effective
6. Consideration: Details of any payment or other consideration for the assignment
7. Representations and Warranties: Standard representations and warranties from both Assignor and Assignee
8. Counterparty Consent: Acknowledgment and consent of the original counterparty to the assignment
9. Further Assurances: Obligation to execute additional documents or take further actions if necessary
10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Security and Guarantees: Required when existing security or guarantees need to be addressed or new ones are being provided
2. Conditions Precedent: Include when the assignment is subject to fulfillment of certain conditions
3. Post-Assignment Obligations: Include when specific obligations need to be fulfilled after the assignment
4. Costs and Expenses: Include when there's a need to specify responsibility for costs related to the assignment
5. Partial Assignment: Required when only certain rights and obligations are being assigned
6. Notices: Include when ongoing communications between parties need to be addressed
7. Confidentiality: Include when sensitive information is involved in the assignment
8. Tax Provisions: Required when there are significant tax implications of the assignment
1. Original Agreement: Copy of the agreement being assigned
2. Assigned Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Required Consents: Copies of third-party consents or regulatory approvals
4. Form of Notice: Template for notifying relevant parties of the assignment
5. Outstanding Obligations: List of any pending obligations or payments under the Original Agreement
6. Related Security Documents: Copies of any security documents or guarantees related to the assignment
Authors
Assignee
Assignor
Assigned Rights
Assumed Obligations
Original Agreement
Original Counterparty
Effective Date
Assignment Date
Completion
Consideration
Encumbrance
Consent
Losses
Material Adverse Effect
Original Contract Date
Party/Parties
Permitted Assignment
Related Agreements
Representatives
Security Interest
Transfer
Business Day
Confidential Information
Retained Rights
Retained Obligations
Outstanding Claims
Relevant Period
Swiss Law
Governing Law
Conditions Precedent
Related Documents
Security Documents
Guarantee
Warranties
Notice
Claim
Default
Dispute
Liability
Transaction Documents
Assignment
Assumption
Consideration
Consent
Representations and Warranties
Further Assurance
Costs
Notices
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Third Party Rights
Confidentiality
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Assignment and Transfer
Indemnification
Liability
Conditions Precedent
Effectiveness
Time of the Essence
No Partnership
Compliance with Laws
Announcements
Data Protection
Anti-corruption
Survival
Set-off
Tax
Release
Security Interest
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Telecommunications
Energy
Construction
Healthcare
Professional Services
Retail
Transportation
Infrastructure
Legal
Compliance
Finance
Corporate Development
Risk Management
Operations
Commercial
Business Development
Contract Administration
Treasury
Legal Counsel
Contract Manager
Corporate Lawyer
Compliance Officer
Chief Legal Officer
Transaction Manager
Business Development Manager
Project Manager
Finance Director
Chief Financial Officer
Risk Manager
Company Secretary
Commercial Director
Operations Manager
General Counsel
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