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1. Parties: Identifies and defines the Assignor, Assignee, and Other Party to the original contract
2. Background: Provides context about the original contract and reason for assignment
3. Definitions: Defines key terms used throughout the agreement, including 'Original Contract', 'Assignment Date', etc.
4. Assignment: Core section detailing the assignment of rights and obligations from Assignor to Assignee
5. Consideration: Specifies the payment or other consideration for the assignment
6. Effective Date: Establishes when the assignment takes effect
7. Assignor's Warranties: Warranties given by the Assignor regarding the contract being assigned
8. Further Assurance: Obligations to execute further documents or take additional steps if needed
9. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction
10. Execution: Signature blocks for all parties
1. Consent of Other Party: Required if the original contract requires consent for assignment or if Other Party's signature is desired for certainty
2. Partial Assignment: Include if only certain rights/obligations are being assigned rather than the entire contract
3. Retained Liabilities: Include if certain liabilities are to remain with the Assignor
4. Security Provisions: Include if the assignment is being given as security
5. Costs: Include if there are specific arrangements about who bears the costs of the assignment
6. Notices: Include if ongoing notices will be required between parties
7. Confidentiality: Include if specific confidentiality obligations are needed beyond those in the original contract
1. Schedule 1 - The Original Contract: Copy or details of the contract being assigned
2. Schedule 2 - Specific Rights and Obligations: Detailed list of rights and obligations being transferred (especially important for partial assignments)
3. Schedule 3 - Consent Requirements: List of any third-party consents required and their status
4. Schedule 4 - Outstanding Obligations: List of any outstanding obligations under the original contract
5. Appendix A - Form of Notice: Template notice to be sent to relevant parties regarding the assignment
Assignee
Assignor
Assignment
Assignment Date
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Effective Date
Encumbrance
Event of Default
Governing Law
Original Contract
Original Counterparty
Outstanding Obligations
Parties
Permitted Assignment
Related Rights
Relevant Rights
Required Consents
Retained Liabilities
Specified Rights and Obligations
Transaction Documents
Transfer Date
VAT
Working Day
Consideration
Conditions Precedent
Consent and Acknowledgment
Further Assurance
Warranties and Representations
Indemnification
Notice Requirements
Retained Liabilities
Payment Terms
Costs and Expenses
Confidentiality
Governing Law
Jurisdiction
Entire Agreement
Severability
Force Majeure
Amendment and Waiver
Counterparts
Third Party Rights
Notices
Time of Essence
Assignment and Transfer
Survival
Financial Services
Real Estate
Construction
Information Technology
Manufacturing
Professional Services
Healthcare
Retail
Telecommunications
Energy
Transportation
Education
Legal
Finance
Commercial
Operations
Procurement
Risk & Compliance
Corporate Services
Business Development
Project Management
Administrative Services
Legal Counsel
Contract Manager
Business Development Manager
Chief Financial Officer
Commercial Director
Project Manager
Procurement Manager
Risk Manager
Compliance Officer
Operations Director
Corporate Secretary
Finance Manager
Business Analyst
General Manager
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