Debt Assignment And Assumption Agreement Template for Germany

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Key Requirements PROMPT example:

Debt Assignment And Assumption Agreement

"I need a Debt Assignment and Assumption Agreement for transferring a corporate loan of €2.5 million from Deutsche Bank AG to Commerzbank AG, with the original debtor being Tech Solutions GmbH, to be effective from March 1, 2025."

Document background
The Debt Assignment And Assumption Agreement is a crucial document used in German business and financial transactions when there is a need to transfer debt obligations from one creditor to another. It is commonly used in scenarios such as corporate restructuring, debt portfolio sales, business acquisitions, or debt refinancing. The agreement must comply with German legal requirements, particularly the provisions of the German Civil Code (BGB) regarding assignments (Abtretung) and assumption of debt (Schuldübernahme). This document includes comprehensive details about the debt being transferred, the rights and obligations of all parties involved, any security interests attached to the debt, and necessary consents. It's particularly important in ensuring a smooth transition of debt obligations while maintaining legal certainty and protecting the interests of all parties involved. The agreement can be used across various sectors and is especially common in banking, financial services, and corporate transactions.
Suggested Sections

1. Parties: Identification of all parties: Original Creditor (Assignor), New Creditor (Assignee), and Debtor

2. Background: Context of the original debt, reason for assignment, and confirmation that the debt exists and is assignable

3. Definitions: Definitions of key terms used throughout the agreement, including 'Debt', 'Assignment Date', 'Original Agreement', etc.

4. Assignment of Debt: Core provisions detailing the assignment of debt from Assignor to Assignee, including the specific amount and identification of the debt

5. Assumption of Debt: Provisions regarding the assumption of debt obligations by the Assignee and release of the Assignor

6. Consideration: Details of payment or other consideration for the assignment

7. Representations and Warranties: Statements by the Assignor regarding the validity and status of the debt

8. Debtor's Consent: Formal documentation of the Debtor's consent to the assignment and assumption

9. Further Assurance: Obligations to execute additional documents or take further actions if needed

10. Notices: Provisions for how formal communications between parties should be made

11. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Transfer of Security Interests: Required when the original debt is secured by collateral or guarantees that need to be transferred

2. Data Protection: Required when personal data is being transferred as part of the assignment

3. Regulatory Compliance: Required when the assignment involves regulated entities or activities

4. Tax Provisions: Required when there are specific tax implications that need to be addressed

5. Confidentiality: Optional section for protecting sensitive information when needed

6. Costs and Expenses: Optional section detailing who bears the costs of the assignment process

7. Partial Assignment: Required when only a portion of the debt is being assigned

8. Third Party Rights: Required when there are other parties with interests in the debt

Suggested Schedules

1. Schedule 1 - Details of the Debt: Detailed description of the debt being assigned, including amount, interest rate, payment terms, and history

2. Schedule 2 - Original Debt Agreement: Copy or summary of the original agreement creating the debt

3. Schedule 3 - Security Documents: List and copies of any security documents related to the debt

4. Schedule 4 - Payment Instructions: Details of bank accounts and payment procedures for settling the assignment consideration

5. Appendix A - Form of Notice to Debtor: Template for formal notice to the debtor regarding the assignment

6. Appendix B - Form of Acknowledgment: Template for debtor's acknowledgment of the assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Banking and Financial Services

Investment Management

Corporate Finance

Real Estate

Manufacturing

Healthcare

Retail

Construction

Energy

Technology

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Treasury

Credit Management

Risk Management

Compliance

Corporate Development

Investment

Portfolio Management

Operations

Documentation

Deal Advisory

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Legal Counsel

Corporate Lawyer

Debt Collection Manager

Financial Controller

Risk Manager

Portfolio Manager

Investment Manager

Restructuring Officer

Account Manager

Compliance Officer

Business Development Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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