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Assignment Assumption And Amendment Agreement

Assignment Assumption And Amendment Agreement Template for Germany

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Key Requirements PROMPT example:

Assignment Assumption And Amendment Agreement

"I need an Assignment Assumption And Amendment Agreement to transfer all rights and obligations under our software licensing agreement from our German subsidiary to our parent company, effective March 1, 2025, with amendments to extend the term by 3 years and update the payment terms."

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Document background
The Assignment Assumption And Amendment Agreement is a crucial document used when one party needs to transfer its contractual position to another party while also making changes to the original agreement. This document type is particularly relevant in corporate restructurings, M&A transactions, or when business relationships need to be reorganized under German law. It consolidates what could otherwise be three separate agreements into one comprehensive document, ensuring efficient documentation of the transfer of rights (Abtretung), assumption of obligations (Schuldübernahme), and contract modifications. The agreement must comply with the formal requirements of the German Civil Code (BGB) and includes detailed provisions about the scope of assignment, specific obligations being assumed, and precise amendments to the original agreement.
Suggested Sections

1. Parties: Identification of all parties: Assignor, Assignee, and Other Original Contract Parties

2. Background: Context of the original agreement and reason for assignment/assumption/amendment

3. Definitions: Key terms used in the agreement, including 'Original Agreement', 'Assigned Rights', 'Assumed Obligations'

4. Assignment: Details of the rights and obligations being assigned from Assignor to Assignee

5. Assumption: Explicit assumption of obligations by the Assignee and acknowledgment by other parties

6. Amendments: Specific modifications to the Original Agreement

7. Effective Date: When the assignment, assumption and amendments take effect

8. Representations and Warranties: Statements by all parties regarding their authority and capacity to enter into the agreement

9. Governing Law: Confirmation of German law as governing law and jurisdiction

10. Miscellaneous: Standard provisions including severability, entire agreement, and counterparts

Optional Sections

1. Consideration: Required if there is payment or other consideration for the assignment

2. Consent: Required if the Original Agreement requires consent for assignment or amendment

3. Release: Optional release of Assignor from future obligations, if agreed by parties

4. Data Protection: Required if personal data is being transferred as part of the assignment

5. Transition Provisions: Optional provisions for managing the transition of rights/obligations

6. Further Assurance: Optional clause requiring parties to take additional steps to perfect the assignment

7. Notices: Required if different from Original Agreement or if notice provisions are being amended

Suggested Schedules

1. Original Agreement: Copy of the agreement being assigned and amended

2. Assigned Rights: Detailed list of all rights being assigned

3. Assumed Obligations: Detailed list of all obligations being assumed

4. Amendment Details: Comprehensive list of all amendments to the Original Agreement

5. Required Consents: Copies of all third-party consents obtained

6. Transfer Documents: Any additional documents required to effect the transfer under German law

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions






























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Relevant Industries

Banking and Financial Services

Manufacturing

Real Estate

Technology

Energy

Infrastructure

Healthcare

Telecommunications

Professional Services

Construction

Retail

Transportation and Logistics

Relevant Teams

Legal

Compliance

Corporate Development

Business Development

Risk Management

Commercial Operations

Project Management

Mergers and Acquisitions

Contract Administration

Legal Operations

Relevant Roles

Legal Counsel

Corporate Lawyer

Contract Manager

Business Development Manager

Chief Legal Officer

Compliance Officer

Risk Manager

General Counsel

Commercial Director

Project Manager

Transaction Manager

Legal Operations Manager

Corporate Secretary

M&A Director

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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