The Assignment Of Purchase Agreement is a crucial legal instrument used when a party wishes to transfer its rights and obligations under an existing purchase agreement to another party in Austria. This document is particularly relevant in scenarios involving asset transfers, corporate restructuring, or when a purchaser needs to exit a transaction before completion. Governed by Austrian law, particularly the ABGB (Austrian Civil Code), it must address specific legal requirements for valid assignment (Zession), including proper notification and consent procedures. The document typically includes details of the original purchase agreement, terms of assignment, consideration, representations and warranties, and any conditions precedent. It's essential for maintaining contractual continuity while ensuring all parties' interests are protected under Austrian legal framework.
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1. Parties: Identification of the Assignor (current purchaser), Assignee (new purchaser), and Original Seller
2. Background: Context of the original purchase agreement and reasons for assignment
3. Definitions: Definitions of key terms including 'Original Purchase Agreement', 'Assignment Date', and other relevant terms
4. Assignment: Core provision transferring all rights and obligations under the purchase agreement from Assignor to Assignee
5. Consideration: Details of any payment or consideration for the assignment
6. Original Seller's Consent: Acknowledgment and consent of the Original Seller to the assignment
7. Representations and Warranties: Assignor's representations regarding ownership and authority to assign
8. Effective Date: Specification of when the assignment becomes effective
9. Further Assurances: Commitment to execute additional documents if needed
10. Governing Law: Confirmation of Austrian law as governing law
11. Execution: Signature blocks for all parties
1. Conditions Precedent: Used when assignment is subject to specific conditions being met
2. Partial Assignment: Include when only certain rights/obligations are being assigned rather than the entire agreement
3. Security Provisions: Required when assignment is being made as security for other obligations
4. Tax Provisions: Include when there are specific tax implications requiring allocation between parties
5. Notices: Include when specific notice requirements for the assignment differ from original agreement
6. Confidentiality: Used when additional confidentiality obligations are needed beyond original agreement
7. Dispute Resolution: Include when dispute resolution process differs from original agreement
1. Schedule 1 - Original Purchase Agreement: Copy of the purchase agreement being assigned
2. Schedule 2 - Specific Rights and Obligations: Detailed list of rights and obligations being transferred
3. Schedule 3 - Outstanding Payments: Statement of any outstanding payments under the original agreement
4. Schedule 4 - Consent Documents: Copies of any required third-party consents
5. Schedule 5 - Related Security Documents: Copies of any related security or guarantee documents being transferred
6. Appendix A - Notice of Assignment: Form of notice to be sent to relevant parties
7. Appendix B - Acknowledgment Form: Form for Original Seller's formal acknowledgment of the assignment
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