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Liability Transfer Agreement
"I need a Liability Transfer Agreement under Austrian law to transfer all existing supplier payment obligations from our manufacturing subsidiary to our parent company, with completion planned for March 2025 and including provisions for supplier consent."
1. Parties: Identification of the transferor, transferee, and original creditor(s)
2. Background: Context of the existing liabilities and reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Transfer of Liabilities: Core provision detailing the liabilities being transferred and the legal mechanism of transfer
5. Consideration: Details of any payment or consideration for the transfer
6. Effective Date: Specification of when the transfer becomes effective
7. Representations and Warranties: Statements about the existing liabilities, authority to transfer, and other key facts
8. Creditor Consent: Provisions regarding obtaining necessary creditor consents
9. Further Assurance: Obligations to execute additional documents or take further steps to perfect the transfer
10. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Security Arrangements: Required when existing security needs to be transferred or new security is being provided
2. Regulatory Approvals: Needed when the transfer requires regulatory consent (e.g., banking or insurance regulators)
3. Tax Provisions: Include when there are specific tax implications that need to be addressed
4. Third Party Rights: Required when the transfer affects rights of parties other than the main contracting parties
5. Step-In Rights: Include when providing for circumstances where original debtor may need to step back in
6. Partial Transfer Provisions: Needed when only certain liabilities are being transferred while others remain
7. Indemnification: Include when specific indemnity arrangements are required beyond standard liability transfer
1. Schedule of Transferred Liabilities: Detailed list and description of all liabilities being transferred
2. Creditor Consents: Copies of all required creditor consents
3. Existing Security Documents: Copies of any security documents related to the transferred liabilities
4. Form of Notice to Creditors: Template for notifying creditors of the transfer
5. Payment Schedule: If applicable, schedule of any payments related to the transfer
6. Related Agreements: Copies of any related agreements referenced in the main agreement
Authors
Definitions
Transfer of Liabilities
Consideration
Conditions Precedent
Completion
Representations and Warranties
Creditor Consent
Security Arrangements
Further Assurance
Covenants
Indemnification
Confidentiality
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Counterparts
Third Party Rights
Costs and Expenses
Waiver
Default
Termination
Dispute Resolution
Governing Law
Jurisdiction
Banking and Financial Services
Insurance
Real Estate
Manufacturing
Energy
Infrastructure
Healthcare
Telecommunications
Construction
Transportation and Logistics
Private Equity
Professional Services
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Mergers & Acquisitions
Corporate Development
Tax
Internal Audit
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Risk Manager
Treasury Manager
Financial Controller
Compliance Officer
Corporate Secretary
Restructuring Officer
M&A Director
Chief Legal Officer
Finance Manager
Senior Legal Advisor
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