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1. Parties: Identifies the assignor, assignee, and other relevant parties to the assignment
2. Background: Details of the original Asset Purchase Agreement and circumstances leading to the assignment
3. Definitions: Key terms used throughout the document including defined terms from original agreement
4. Assignment: Core provisions detailing the transfer of rights and obligations under the Asset Purchase Agreement
5. Consideration: Details of any payment or consideration for the assignment
6. Effective Date: Specification of when the assignment takes effect
7. Warranties: Basic warranties regarding authority to assign and validity of original agreement
8. Governing Law and Jurisdiction: Confirms English and Welsh law applies and jurisdictional arrangements
1. Consent Requirements: Used when the original agreement requires consent for assignment from other parties
2. Tax Provisions: Specific arrangements regarding tax liabilities and responsibilities between parties
3. Employee Provisions: TUPE-related provisions when employees are part of the transferred business
4. Data Protection: Provisions dealing with transfer of personal data and GDPR compliance
5. Novation Provisions: Used when partial novation is required alongside assignment
1. Original Asset Purchase Agreement: Copy of the agreement being assigned
2. Asset Schedule: Detailed list of assets covered by the assignment
3. Consent Documents: Copies of third party consents and approvals
4. Transfer Documents: Specific transfer forms for certain assets (e.g., IP assignments, property transfers)
5. Notice of Assignment: Template notices to be sent to relevant third parties
Asset Purchase Agreement
Assignment
Assignment Date
Assignor
Assignee
Assets
Business Day
Completion
Completion Date
Consent
Consideration
Effective Date
Encumbrance
Existing Agreement
Liabilities
Original Parties
Original Seller
Parties
Permitted Assignee
Related Rights
Relevant Period
Rights and Obligations
Security Interest
Tax
Third Party Consent
Transaction Documents
Transfer
VAT
Warranties
Consideration
Conditions Precedent
Consent Requirements
Warranties and Representations
Indemnities
Completion
Further Assurance
Entire Agreement
Severability
Notices
Costs and Expenses
Governing Law
Jurisdiction
Third Party Rights
Confidentiality
Amendment and Waiver
Counterparts
VAT and Taxation
Assignment of Liabilities
Release and Discharge
Successors and Assigns
Time of the Essence
Force Majeure
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