Assignment Of Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Assignment Of Purchase Agreement

"I need an Assignment of Purchase Agreement under Swiss law to transfer my rights as purchaser of a commercial property in Zurich to my subsidiary company, with completion scheduled for March 15, 2025; the original purchase price was 2.5M CHF and the original agreement was signed in January 2025."

Document background
The Assignment Of Purchase Agreement is a crucial legal instrument used when a party wishes to transfer its rights and obligations under an existing purchase agreement to a third party in Switzerland. This document is commonly used in various scenarios, including corporate restructuring, asset management, and real estate transactions. It must comply with Swiss law, particularly the Swiss Code of Obligations' requirements for assignments (Articles 164-174). The agreement specifies the terms of assignment, consideration, representations, and warranties, and typically requires the original seller's consent. It's particularly important in situations involving property transfers, corporate acquisitions, or when companies need to reorganize their contractual obligations. The document ensures a legally valid transfer of rights while protecting all parties' interests under Swiss law.
Suggested Sections

1. Parties: Identification of the Assignor (original purchaser), Assignee, and the Original Seller

2. Background: Context of the original purchase agreement and the reason for assignment

3. Definitions: Key terms used throughout the agreement, including 'Original Purchase Agreement', 'Assignment Date', 'Assigned Rights'

4. Assignment: Core provision transferring rights and obligations under the purchase agreement from Assignor to Assignee

5. Consideration: Details of any payment or consideration for the assignment

6. Effective Date: When the assignment takes effect and any conditions precedent

7. Assignor's Representations and Warranties: Confirmations regarding ownership of rights, authority to assign, and status of the original purchase agreement

8. Assignee's Undertakings: Commitments by the Assignee to perform the assigned obligations

9. Original Seller's Consent: Acknowledgment and consent to the assignment by the original seller

10. Notices: Process for serving notices under the assignment agreement

11. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes

Optional Sections

1. Partial Assignment: Required when only certain rights/obligations are being assigned rather than the entire purchase agreement

2. Regulatory Approvals: Include when the assignment requires regulatory clearance or third-party approvals

3. Security Provisions: Include when the assignment is being made as security for other obligations

4. Tax Provisions: Include specific tax-related provisions when the assignment has significant tax implications

5. Further Assurance: Optional clause requiring parties to take additional steps to perfect the assignment

6. Costs and Expenses: Include when there's a need to specify responsibility for costs related to the assignment

7. Confidentiality: Include when sensitive information is involved in the assignment

Suggested Schedules

1. Original Purchase Agreement: Copy of the purchase agreement being assigned

2. Consent Letter: Written consent from the original seller (if obtained separately)

3. Rights and Obligations: Detailed list of specific rights and obligations being assigned (especially important for partial assignments)

4. Required Approvals: List of necessary third-party or regulatory approvals and their status

5. Payment Schedule: Details of any installment payments for the assignment consideration

6. Related Security Documents: Copies of any related security or collateral agreements

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

Real Estate

Commercial Property

Banking & Finance

Manufacturing

Construction

Retail

Energy

Infrastructure

Technology

Healthcare

Hospitality

Industrial

Agriculture

Relevant Teams

Legal

Corporate Affairs

Real Estate

Compliance

Commercial

Operations

Investment

Asset Management

Business Development

Risk Management

Property Management

Contract Administration

Relevant Roles

Legal Counsel

Corporate Lawyer

Real Estate Manager

Contract Manager

Property Manager

Business Development Manager

Chief Legal Officer

General Counsel

Compliance Officer

Transaction Manager

Asset Manager

Investment Manager

Corporate Secretary

Commercial Director

Operations Manager

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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