Assignment Assumption Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
An Assignment Assumption Agreement is a crucial legal instrument used when a party wishes to transfer its contractual rights and obligations to another entity. Under Swiss law, this document facilitates various business transactions including corporate restructurings, asset sales, and project transfers. The agreement must comply with the Swiss Code of Obligations, particularly Articles 164-174 regarding assignment of claims and Articles 175-183 concerning assumption of debt. The document specifies the exact scope of rights and obligations being transferred, any conditions attached to the transfer, and necessary consents from involved parties. This type of agreement is commonly used in M&A transactions, project finance arrangements, and general commercial contracts where one party needs to step into the shoes of another. The Assignment Assumption Agreement typically includes detailed schedules describing the assigned rights and obligations, relevant warranties, and any specific Swiss law requirements for the transfer to be effective.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Manufacturing

Technology

Telecommunications

Energy

Construction

Healthcare

Professional Services

Retail

Transportation

Infrastructure

Relevant Teams

Legal

Compliance

Finance

Corporate Development

Risk Management

Operations

Commercial

Business Development

Contract Administration

Treasury

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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