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Assignment And Assumption Agreement
"I need an Assignment and Assumption Agreement under Dutch law to transfer all rights and obligations under our software licensing agreements from our subsidiary company ABC Tech BV to our new holding company XYZ Holdings BV, with the transfer to be effective from March 1, 2025."
1. Parties: Identification of the Assignor, Assignee, and any other relevant parties (such as the original contracting party if different from the Assignor)
2. Background: Context of the assignment, including reference to the original agreement(s) being assigned and the reason for the assignment
3. Definitions: Definitions of key terms used throughout the agreement, including 'Assigned Rights', 'Assumed Obligations', 'Effective Date', etc.
4. Assignment: Details of the rights being assigned from Assignor to Assignee, including specific reference to all contracts, rights, and interests being transferred
5. Assumption of Obligations: Explicit assumption of obligations by the Assignee and the scope of such assumptions
6. Consideration: Details of any payment or other consideration for the assignment and assumption
7. Effective Date: Specification of when the assignment and assumption become effective
8. Representations and Warranties: Standard representations by both parties regarding authority, binding effect, and no conflicts
9. Notices: Requirements and procedures for giving notices under the agreement
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
11. Counterparts: Provision allowing execution in counterparts if needed
1. Consent: Required when third-party consent is needed for the assignment under the original agreement or Dutch law
2. Security Arrangements: Needed when the assigned rights are subject to security interests or when new security is being created
3. Tax Provisions: Required when the assignment has specific tax implications that need to be addressed
4. Intellectual Property: Needed when the assignment includes IP rights requiring specific treatment
5. Data Protection: Required when personal data is involved in the assigned contracts or rights
6. Transition Services: Needed when the Assignor needs to provide temporary support to the Assignee
7. Further Assurances: Optional clause requiring parties to take additional steps to perfect the assignment if needed
1. Schedule 1 - Assigned Contracts: Detailed list of all contracts being assigned
2. Schedule 2 - Assumed Obligations: Detailed list of all obligations being assumed
3. Schedule 3 - Excluded Rights and Obligations: List of any rights or obligations specifically excluded from the assignment
4. Schedule 4 - Form of Notice: Template notice to be sent to third parties regarding the assignment
5. Schedule 5 - Required Consents: List of required third-party consents and their status
6. Appendix A - Original Agreements: Copies of the original agreements being assigned
7. Appendix B - Powers of Attorney: If applicable, powers of attorney authorizing the assignment
Authors
Assigned Rights
Assigned Contracts
Assumed Obligations
Assignor
Assignee
Original Agreement
Original Counterparty
Completion Date
Effective Date
Consideration
Encumbrance
Excluded Rights
Excluded Obligations
Governmental Authority
Liabilities
Losses
Material Adverse Effect
Notice
Party/Parties
Permitted Encumbrances
Related Rights
Required Consents
Security Interests
Third Party Rights
Transfer Documents
Working Day
Deed of Assignment
Completion
Confidential Information
Intellectual Property Rights
Business Day
Affiliate
Law
Representatives
Transaction Documents
Assumption of Obligations
Consideration
Representations and Warranties
Conditions Precedent
Completion
Further Assurance
Confidentiality
Notices
Costs and Expenses
Tax
Indemnification
Force Majeure
Severability
Entire Agreement
Amendment and Waiver
Third Party Rights
Governing Law
Jurisdiction
Assignment and Transfer
Counterparts
Survival
Data Protection
Cooperation
Registration
No Set-off
Consent
Time of Essence
Announcements
Language
Financial Services
Real Estate
Manufacturing
Technology
Energy
Healthcare
Construction
Telecommunications
Professional Services
Retail
Transportation and Logistics
Insurance
Legal
Finance
Corporate Development
Compliance
Risk Management
Operations
Project Management
Mergers & Acquisitions
Business Development
Contract Administration
Legal Counsel
Contract Manager
Corporate Lawyer
Business Development Manager
Chief Legal Officer
Transaction Manager
Compliance Officer
Risk Manager
Corporate Secretary
Finance Director
Chief Financial Officer
Operations Director
Project Manager
Mergers & Acquisitions Manager
General Counsel
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