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Assignment And Assumption Agreement
"I need an Assignment and Assumption Agreement for the transfer of a manufacturing facility lease from ABC Manufacturing Sdn Bhd to XYZ Industries Sdn Bhd, with the assignment to take effect from March 15, 2025, including all associated rights and obligations under the original lease agreement."
1. Parties: Identifies and defines the Assignor, Assignee, and any other relevant parties to the agreement
2. Background: Sets out the context of the assignment, including reference to any original agreements and the intention to assign rights/obligations
3. Definitions: Defines key terms used throughout the agreement
4. Assignment: Core provision detailing the rights, obligations, and/or property being assigned
5. Assumption: Assignee's explicit assumption of the assigned obligations and liabilities
6. Consideration: Details of the payment or other consideration for the assignment
7. Effective Date: Specifies when the assignment takes effect
8. Representations and Warranties: Standard warranties from both parties regarding their capacity and authority to enter into the agreement
9. Further Assurance: Obligation to execute additional documents or take further actions necessary to effect the assignment
10. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and determines jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Consent: Required when original agreement requires third party consent for assignment
2. Original Obligor Release: Include when the original obligor needs to be released from obligations
3. Partial Assignment: Include when only specific rights or obligations are being assigned rather than the entire agreement
4. Conditions Precedent: Include when assignment is subject to certain conditions being met
5. Security Arrangements: Include when assignment involves transfer of security interests
6. Confidentiality: Include when sensitive information is involved in the assignment
7. Tax Provisions: Include when assignment has specific tax implications requiring address
8. Intellectual Property: Include when assignment involves transfer of IP rights
1. Schedule 1 - Original Agreement: Copy or details of the agreement being assigned
2. Schedule 2 - Assigned Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Schedule 3 - Assigned Assets: Detailed description of any assets being transferred (if applicable)
4. Schedule 4 - Required Consents: List of required third-party consents and their status
5. Schedule 5 - Completion Requirements: List of documents and actions required to complete the assignment
6. Appendix A - Form of Notice: Template notice to be sent to relevant third parties regarding the assignment
Authors
Financial Services
Real Estate
Manufacturing
Technology
Energy
Infrastructure
Healthcare
Telecommunications
Construction
Retail
Mining and Resources
Agriculture
Transportation and Logistics
Legal
Finance
Commercial
Compliance
Risk Management
Operations
Corporate Secretariat
Business Development
Project Management
Asset Management
Legal Counsel
Corporate Lawyer
Contract Manager
Business Development Manager
Chief Financial Officer
Commercial Director
Risk Manager
Compliance Officer
Project Manager
Asset Manager
Transaction Manager
Company Secretary
General Manager
Operations Director
Chief Legal Officer
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