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Deed Of Assignment And Assumption
"I need a Deed of Assignment and Assumption under Hong Kong law to transfer all rights and obligations under our software licensing agreement from our parent company to our newly formed subsidiary, with provisions for obtaining consent from our three major licensors."
1. Parties: Identification of the Assignor, Assignee, and any other relevant parties including full legal names and addresses
2. Background: Recitals explaining the context of the assignment, including details of the original agreement/rights being assigned
3. Definitions: Definitions of key terms used throughout the deed, including the Original Agreement, Effective Date, and Assigned Rights
4. Assignment: Core provision detailing the assignment of rights, title, and interests from Assignor to Assignee
5. Assumption of Obligations: Assignee's assumption of the Assignor's duties and obligations under the assigned agreement
6. Consideration: Statement of the consideration being paid for the assignment
7. Effective Date: Specification of when the assignment becomes effective
8. Assignor's Representations and Warranties: Assignor's confirmations regarding their right to assign and the status of the assigned rights
9. Further Assurance: Commitment to execute further documents and take additional actions if necessary
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction
11. Execution: Formal execution block meeting Hong Kong requirements for deeds
1. Consent: Required when the original agreement requires consent for assignment from other parties
2. Original Obligor's Confirmation: Include when acknowledgment from the original contracting party is needed
3. Partial Assignment Provisions: Required when only certain rights or obligations are being assigned rather than the entire agreement
4. Stamp Duty Declaration: Include when the assignment requires stamp duty payment under Hong Kong law
5. Costs and Expenses: Include when there's a need to specify responsibility for costs related to the assignment
6. Notices: Include when ongoing notices may be required between parties
7. Confidentiality: Include when sensitive information is involved in the assignment
1. Original Agreement: Copy or details of the agreement being assigned
2. Assigned Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Required Consents: Copies of all third-party consents obtained for the assignment
4. Property Details: If the assignment involves property, detailed description of the property and rights
5. Completion Requirements: Checklist of actions required to complete the assignment
6. Form of Notices: Template notices to be sent to relevant parties regarding the assignment
Authors
Assigned Obligations
Assignment Date
Assignor
Assignee
Business Day
Completion
Conditions Precedent
Consideration
Effective Date
Encumbrance
Further Assurance
Governmental Authority
Hong Kong
Law
Losses
Original Agreement
Original Obligor
Parties
Related Rights
Representatives
Security Interest
Stamp Duty
Transaction Documents
Transfer
Working Hours
Assumption of Obligations
Consideration
Consent and Acknowledgment
Representations and Warranties
Further Assurance
Indemnification
Costs and Expenses
Notices
Stamp Duty
Severability
Entire Agreement
Amendment
Waiver
Governing Law
Jurisdiction
Counterparts
Confidentiality
Third Party Rights
Registration
Execution
Financial Services
Real Estate
Banking
Insurance
Construction
Manufacturing
Technology
Telecommunications
Energy
Infrastructure
Healthcare
Professional Services
Retail
Transportation
Hospitality
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Operations
Business Development
Property Management
Asset Management
Project Management
Legal Counsel
Corporate Lawyer
Commercial Director
Contract Manager
Company Secretary
Chief Legal Officer
Business Development Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Property Manager
Asset Manager
Transaction Manager
Operations Director
Project Manager
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