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The Assignment Of Limited Partnership Interest is a crucial document used when transferring ownership stakes in German limited partnerships (Kommanditgesellschaft - KG). This document is essential in situations where a limited partner wishes to exit the partnership, sell their interest, or transfer it to another party. It must comply with German legal requirements, particularly the provisions of the Handelsgesetzbuch (HGB) and related commercial laws. The document typically includes detailed information about the partnership interest being transferred, purchase price, payment terms, representations and warranties, and necessary approvals. It also addresses Commercial Register requirements, tax implications, and any third-party consents needed for the transfer. This agreement is particularly important in ensuring proper documentation of ownership changes and maintaining compliance with German partnership law requirements.

1. Parties: Identification of the Assignor (transferring partner), Assignee (receiving party), and the Partnership (including the General Partner's consent if required)

2. Background: Context of the transfer, description of the Partnership, and current ownership structure

3. Definitions: Key terms used throughout the agreement, including Partnership Interest, Partnership Agreement, Effective Date, etc.

4. Subject of Assignment: Detailed description of the partnership interest being transferred, including percentage, capital account balance, and any associated rights

5. Purchase Price and Payment: Terms of consideration for the transfer, including amount, payment method, and timing

6. Effective Date and Closing: Specification of when the transfer becomes effective and any closing conditions

7. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, and absence of encumbrances

8. Representations and Warranties of Assignee: Assignee's confirmations regarding authority, capacity, and acceptance of partnership agreement terms

9. Commercial Register: Provisions regarding registration of the transfer in the German Commercial Register

10. Costs and Taxes: Allocation of transfer costs, taxes, and registration fees

11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

12. Execution: Signature blocks and execution requirements