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Intercompany Asset Transfer Agreement
"I need an Intercompany Asset Transfer Agreement to transfer manufacturing equipment and associated IP from our UK subsidiary to our German subsidiary, with completion planned for March 2025 and including TUPE provisions for 15 employees."
1. Parties: Identification of transferor and transferee companies
2. Background: Context of the transfer and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Assets to be Transferred: Detailed description of assets being transferred
5. Consideration: Transfer price and payment terms
6. Completion: Transfer timing and mechanics
7. Warranties: Standard warranties regarding ownership and condition of assets
8. Governing Law: Specification of English and Welsh law governance
1. Employee Provisions: Required if employees are being transferred - includes TUPE provisions and employee protection measures
2. Intellectual Property: Specific provisions for IP transfer including assignments and licenses
3. Property Transfer Provisions: Specific provisions for real estate transfer including title warranties
4. Data Protection: Provisions for handling personal data in compliance with UK GDPR
1. Schedule 1 - Asset Register: Detailed list of all assets being transferred
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from transfer
3. Schedule 3 - Warranties: Detailed warranties given by transferor
4. Schedule 4 - Completion Requirements: Specific actions required at completion
5. Schedule 5 - Employees: List of transferring employees and their terms (if applicable)
6. Appendix 1 - Form of Transfer Documents: Template transfer documents for specific assets
Authors
Agreement
Assets
Business Day
Completion
Completion Date
Consideration
Encumbrance
Excluded Assets
Group
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Parties
Records
Related Agreements
Tax
Taxation
Transfer
Transfer Date
Transferee
Transferor
VAT
Warranties
Working Hours
Confidential Information
Contracts
Effective Date
Fair Market Value
Governmental Authority
Group Company
Permitted Encumbrances
Representatives
Tangible Assets
Territory
Third Party
Transaction Documents
Working Capital
Sale and Purchase
Consideration
Completion
Assets Description
Transfer Mechanics
Warranties
Tax Covenants
Indemnities
Employee Matters
Intellectual Property
Confidentiality
Data Protection
Assignment
Force Majeure
Notices
Further Assurance
Costs
Entire Agreement
Variation
Waiver
Severability
Counterparts
Third Party Rights
Announcements
Governing Law
Jurisdiction
VAT and Tax
Property Matters
Asset Maintenance
Records Transfer
Liabilities
Post-Completion Obligations
Group Company Arrangements
Regulatory Compliance
Insurance
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