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Omnibus Assignment Agreement Template for England and Wales

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Key Requirements PROMPT example:

Omnibus Assignment Agreement

"I need an Omnibus Assignment Agreement to transfer all contracts, IP rights, and property interests from our UK subsidiary to our parent company in Germany, with completion scheduled for March 15, 2025, ensuring compliance with both UK and EU regulations."

Document background
The Omnibus Assignment Agreement is utilized when parties need to transfer multiple different types of rights, assets, or obligations in a single transaction under English and Welsh law. This document type is particularly valuable in corporate restructurings, business acquisitions, or portfolio transfers where numerous assets need to be assigned simultaneously. The agreement consolidates what would otherwise require multiple separate assignments into one master document, reducing complexity and ensuring consistency across all transfers. It typically includes detailed schedules of all assets being transferred, relevant warranties, and specific provisions tailored to different types of assets, while ensuring compliance with English law requirements for valid assignments.
Suggested Sections

1. Parties: Identification of assignor(s) and assignee(s)

2. Background: Context and purpose of the assignment

3. Definitions: Key terms used throughout the agreement

4. Assignment: Core provisions detailing what is being assigned

5. Consideration: Details of payment or other consideration for the assignment

6. Warranties and Representations: Standard warranties about ownership and right to assign

7. Governing Law and Jurisdiction: Specification of applicable law and courts

8. Execution: Signature blocks and execution formalities

Optional Sections

1. Third Party Rights: Provisions for inclusion or exclusion of third party rights under the Contracts (Rights of Third Parties) Act 1999

2. Data Protection: Provisions regarding transfer of personal data under UK GDPR and Data Protection Act 2018

3. Employee Provisions: TUPE-related provisions for transfer of employees

4. Regulatory Compliance: Specific regulatory requirements for regulated activities or entities

Suggested Schedules

1. Schedule of Assigned Rights: Detailed list of all rights being assigned

2. Schedule of Assigned Contracts: List of contracts being assigned

3. Schedule of Assigned IP: Details of intellectual property being assigned

4. Schedule of Properties: Details of any real property interests being assigned

5. Form of Notice: Template notices to third parties regarding the assignment

Authors

Alex Denne

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

Relevant legal definitions






























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Industries

Law of Property Act 1925: Key legislation governing assignments of legal interests in property and formalities for transfers of legal estates

Law of Property (Miscellaneous Provisions) Act 1989: Covers requirements for contracts to be in writing and execution formalities

Contracts (Rights of Third Parties) Act 1999: Legislation governing third party rights and their inclusion or exclusion in contracts

Companies Act 2006: Principal legislation covering execution requirements for companies and corporate authority matters

Financial Services and Markets Act 2000: Regulatory framework for financial instruments and activities, including compliance requirements for assignments

Data Protection Act 2018 and UK GDPR: Legislation governing the transfer and processing of personal data in assignments

Transfer of Undertakings (Protection of Employment) Regulations 2006: Regulations protecting employees' rights when businesses or undertakings are transferred

Common Law Principles: Established case law covering assignment principles, novation requirements, and consideration requirements

Stamp Duty Legislation: Tax legislation relevant to assignments involving stock transfers or property

Registration Requirements: Legal requirements for registering assignments with Companies House and/or Land Registry where applicable

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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