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Agreement To Assign Contract For Sale And Purchase

Agreement To Assign Contract For Sale And Purchase Template for Germany

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Key Requirements PROMPT example:

Agreement To Assign Contract For Sale And Purchase

"I need an Agreement to Assign Contract for Sale and Purchase for a commercial property transaction in Berlin, where I'm assigning my rights as buyer to a subsidiary company, with completion scheduled for March 15, 2025, and the original purchase price was €2.5 million."

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Document background
The Agreement To Assign Contract For Sale And Purchase is a crucial document used in German business transactions when an original buyer wishes to transfer their rights and obligations under a sale contract to a new party. This document type is particularly relevant in scenarios involving complex asset transfers, real estate transactions, or business restructuring. Governed by German law, particularly the Bürgerliches Gesetzbuch (BGB), it requires careful attention to form requirements and often involves notarization, especially for real estate-related assignments. The agreement must address all aspects of the transfer, including original contract details, assignment conditions, consideration, and necessary consents, while ensuring compliance with German legal requirements for contract assignments.
Suggested Sections

1. Parties: Identification of all parties: Original Seller, Original Buyer (Assignor), and New Buyer (Assignee)

2. Background: Context of the original sale contract and the reasons for assignment

3. Definitions: Key terms including 'Original Contract', 'Assignment Date', 'Purchase Price', and other relevant definitions

4. Details of Original Contract: Summary of the key terms of the original sale and purchase contract being assigned

5. Assignment: Core provisions detailing the assignment of rights and obligations from Assignor to Assignee

6. Consideration: Details of any payment or consideration for the assignment

7. Effective Date: When the assignment takes effect and any conditions precedent

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

9. Original Seller's Consent: Documentation of the original seller's consent to the assignment, if required

10. Notices: Communication procedures between parties

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

Optional Sections

1. Original Seller's Continuing Rights: Include when the original seller retains specific rights or obligations

2. Security Provisions: Include when additional security or guarantees are required for the assignment

3. Tax Provisions: Include when specific tax implications need to be addressed

4. Real Estate Provisions: Include when the underlying contract involves real estate

5. Regulatory Compliance: Include when specific regulatory requirements apply to the assignment

6. Third Party Rights: Include when there are affected third party rights or obligations

7. Break Clause: Include when parties want the ability to terminate the assignment under specific circumstances

Suggested Schedules

1. Original Sale and Purchase Contract: Copy of the original contract being assigned

2. Consent Documentation: Written consents from relevant parties including the original seller

3. Property Details: If real estate is involved, detailed description of the property

4. Payment Schedule: Details of any assignment price payment structure

5. Outstanding Obligations: List of any unfulfilled obligations under the original contract

6. Related Agreements: Copies of any related agreements affecting the assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Real Estate

Manufacturing

Retail

Construction

Technology

Energy

Infrastructure

Professional Services

Financial Services

Automotive

Relevant Teams

Legal

Commercial

Procurement

Real Estate

Compliance

Business Development

Operations

Risk Management

Corporate Affairs

Property Management

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Real Estate Manager

Procurement Manager

Commercial Director

Chief Legal Officer

Compliance Officer

Project Manager

Corporate Lawyer

Transaction Manager

Property Manager

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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