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Deed Of Absolute Assignment
"I need a Deed of Absolute Assignment under German law to transfer intellectual property rights from our German subsidiary to our parent company in the US, including patents and associated technology rights, with the transfer to take effect from March 1, 2025."
1. Parties: Identification and details of the Assignor and Assignee, including full legal names, registration details if companies, and addresses
2. Background: Context of the assignment, including the relationship between parties and reason for the assignment
3. Definitions: Definitions of key terms used in the deed, including 'Assigned Property', 'Effective Date', and other relevant terms
4. Assignment: Core provision effecting the absolute and unconditional transfer of the property/rights from Assignor to Assignee
5. Consideration: Details of any payment or other consideration for the assignment
6. Assignor's Representations and Warranties: Standard warranties regarding ownership, right to assign, and absence of encumbrances
7. Further Assurance: Obligation to execute further documents and take additional steps if needed to perfect the assignment
8. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
9. Execution: Formal execution block meeting German law requirements
1. Conditions Precedent: Include when the assignment is subject to certain conditions being met before becoming effective
2. Tax Provisions: Include when there are specific tax implications or arrangements that need to be addressed
3. Confidentiality: Include when the assignment involves sensitive information or trade secrets
4. Notice Requirements: Include when third parties need to be notified of the assignment
5. Registration Requirements: Include when the assigned rights/property require registration with authorities
6. Anti-Assignment Provisions: Include when addressing any existing restrictions on assignment
7. Costs and Expenses: Include when there's a need to specify responsibility for transaction costs
1. Schedule 1 - Description of Assigned Property: Detailed description of the property, rights, or assets being assigned
2. Schedule 2 - Existing Contracts: List and details of any contracts related to the assigned property/rights
3. Schedule 3 - Required Consents: List of any third-party consents required for the assignment
4. Schedule 4 - Encumbrances: Details of any existing encumbrances on the assigned property
5. Appendix A - Related Documents: Copies of relevant certificates, registrations, or other supporting documents
6. Appendix B - Form of Notice: Template for any required notices to third parties regarding the assignment
Authors
Assignor
Assignee
Effective Date
Completion Date
Encumbrances
Existing Contracts
Implementation Date
Intellectual Property Rights
Material Adverse Change
Parties
Related Rights
Required Consents
Security Interest
Consideration
Transfer Date
Working Day
Permitted Encumbrances
Relevant Documentation
Completion
Assignment Period
Confidential Information
Governmental Authority
Notices
Representatives
Transaction Documents
Associated Rights
Business Day
Claim
Execution Date
Recitals
Definitions
Assignment
Consideration
Warranties
Further Assurance
Representations
Power of Attorney
Notices
Costs
Stamp Duty
Severability
Waiver
Entire Agreement
Confidentiality
Governing Law
Jurisdiction
Amendment
Force Majeure
Assignment Restrictions
Third Party Rights
Counterparts
Indemnification
Registration
Compliance with Laws
Execution Requirements
Payment Terms
Transfer of Rights
Notarization
Financial Services
Real Estate
Manufacturing
Technology
Intellectual Property
Energy
Healthcare
Construction
Professional Services
Retail
Transportation
Agriculture
Mining
Media and Entertainment
Legal
Corporate Affairs
Compliance
Risk Management
Finance
Operations
Business Development
Property Management
Asset Management
Intellectual Property
Corporate Governance
Commercial
Legal Counsel
Corporate Lawyer
Contracts Manager
Business Development Manager
Chief Legal Officer
Property Manager
Intellectual Property Manager
Compliance Officer
Risk Manager
Corporate Secretary
Chief Financial Officer
Asset Manager
Operations Director
Transaction Manager
General Counsel
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