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Assignment Purchase Agreement
"I need an Assignment Purchase Agreement for transferring a portfolio of commercial property leases from my company to a real estate investment trust, with completion scheduled for March 15, 2025, including provisions for tenant notifications and property management transition."
1. Parties: Identifies and defines the parties to the agreement - typically the Assignor, Assignee, and any other relevant parties
2. Background: Sets out the context of the agreement, including the existence of the rights/assets being assigned and the parties' intention to enter into the assignment
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Assignment: Core provision detailing the assignment of rights/assets from Assignor to Assignee
5. Purchase Price: Specifies the consideration and payment terms for the assignment
6. Completion: Details the mechanics and timing of the completion process, including actions required by each party
7. Assignor's Warranties: Warranties given by the Assignor regarding ownership, right to assign, and status of the assigned rights/assets
8. Further Assurance: Obligation to execute further documents and take additional steps if needed to perfect the assignment
9. Notices: Specifies how formal notices under the agreement should be given and when they are deemed received
10. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction
1. Conditions Precedent: Include when completion is conditional on certain events or approvals
2. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed
3. Confidentiality: Include when sensitive information is involved in the transaction
4. Non-Competition: Include when there's a need to restrict the Assignor's future activities
5. Third Party Consents: Include when the assignment requires consent from third parties
6. Security Provisions: Include when part of the purchase price is deferred or subject to security
7. Assignee's Warranties: Include when the Assignee needs to give specific warranties
8. Post-Completion Obligations: Include when specific actions are required after completion
9. Data Protection: Include when personal data is involved in the assigned rights/assets
1. Schedule 1 - The Assets: Detailed description of the rights/assets being assigned
2. Schedule 2 - Assignor's Warranties: Full list of warranties given by the Assignor
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Form of Assignment Notice: Template notice to be sent to relevant third parties regarding the assignment
5. Schedule 5 - Existing Contracts: List of contracts related to the assigned rights/assets
6. Appendix 1 - Required Consents: List of third party consents required for the assignment
7. Appendix 2 - Completion Documents: Forms of ancillary documents to be executed at completion
Authors
Agreement
Assigned Assets
Assigned Rights
Assignment
Assignment Date
Assignor
Assignee
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Assignment
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Event of Default
Existing Contracts
Group
Indebtedness
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Notice
Original Agreement
Party/Parties
Permitted Encumbrance
Purchase Price
Related Rights
Relevant Period
Representatives
Security Interest
Signing Date
Tax
Third Party Consent
Transaction Documents
Transfer Documents
VAT
Warranties
Working Hours
Assignment
Purchase Price
Payment Terms
Conditions Precedent
Completion
Warranties
Representations
Further Assurance
Confidentiality
Non-Competition
Tax Covenants
Indemnification
Security Interest
Third Party Rights
Force Majeure
Termination
Notices
Assignment and Transfer
Amendments
Severability
Entire Agreement
Waiver
Costs
Counterparts
Data Protection
Governing Law
Dispute Resolution
Jurisdiction
Financial Services
Real Estate
Technology
Manufacturing
Professional Services
Energy
Healthcare
Construction
Telecommunications
Retail
Infrastructure
Entertainment
Insurance
Transportation
Education
Legal
Finance
Commercial
Compliance
Risk Management
Operations
Corporate Secretariat
Business Development
Treasury
Mergers & Acquisitions
Legal Counsel
Commercial Director
Chief Financial Officer
Contract Manager
Business Development Manager
Corporate Lawyer
Finance Manager
Compliance Officer
Risk Manager
Operations Director
Company Secretary
Transaction Manager
Asset Manager
Portfolio Manager
Chief Legal Officer
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