Create a bespoke document in minutes, Â or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Assignment And Assumption Agreement Asset Purchase
"I need an Assignment and Assumption Agreement Asset Purchase under German law for transferring our manufacturing facility in Munich, including production equipment and 45 employees, with completion planned for March 2025."
1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background/Recitals: Context of the agreement, reference to the underlying asset purchase agreement, and purpose of the assignment
3. Definitions: Key terms used throughout the agreement, including 'Assigned Assets', 'Assumed Liabilities', 'Effective Date', etc.
4. Assignment of Assets: Detailed provision regarding the transfer of assets from Assignor to Assignee
5. Assumption of Liabilities: Specification of which liabilities are being assumed by the Assignee
6. Purchase Price and Payment: Details of consideration, payment terms, and any adjustments
7. Representations and Warranties: Basic representations regarding authority to transfer and ownership of assets
8. Cooperation and Further Assurances: Obligations to cooperate in effecting the transfer and executing additional documents
9. Tax Matters: Allocation of responsibility for taxes and VAT implications
10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
11. Notices: Process and addresses for formal communications between parties
12. Execution: Signature blocks and execution requirements under German law
1. Third Party Consents: Required when assigned contracts or assets require third party approval for transfer
2. Employee Matters: Needed when the assignment involves transfer of employees under § 613a BGB
3. Intellectual Property Rights: Required when IP assets are part of the transfer
4. Real Estate Provisions: Included when real property is part of the assigned assets
5. Data Protection: Required when personal data is involved in the transfer
6. Competition Law Compliance: Needed for larger transactions subject to merger control
7. Transition Services: Include when temporary support services are needed post-transfer
8. Environmental Matters: Required when environmental liabilities or permits are being transferred
1. Schedule 1 - Assigned Assets: Detailed list and description of all assets being transferred
2. Schedule 2 - Assumed Contracts: List of contracts being assigned and assumed
3. Schedule 3 - Assumed Liabilities: Detailed specification of liabilities being assumed
4. Schedule 4 - Excluded Assets and Liabilities: Clear listing of what is not included in the transfer
5. Schedule 5 - Required Consents: List of required third-party consents and their status
6. Schedule 6 - Transferring Employees: List of employees transferring (if applicable)
7. Schedule 7 - Form of Transfer Documents: Templates for any additional transfer documentation required
8. Appendix A - Power of Attorney: If required for execution of additional transfer documents
Authors
Manufacturing
Real Estate
Technology
Financial Services
Healthcare
Energy
Retail
Telecommunications
Transportation
Industrial
Professional Services
Construction
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Operations
Tax
Treasury
Commercial
Property Management
General Counsel
Legal Director
Corporate Lawyer
Chief Financial Officer
Finance Director
Corporate Development Manager
Business Development Director
Mergers & Acquisitions Manager
Risk Manager
Compliance Officer
Asset Manager
Property Manager
Operations Director
Commercial Director
Tax Director
Treasury Manager
Find the exact document you need
Proprietary Rights Assignment Agreement
A German law-governed agreement for transferring intellectual property rights, ensuring compliance with specific German IP and employment law requirements.
Assignment Of License Agreement
A German law-governed agreement transferring license rights from an existing licensee to a new licensee, ensuring compliance with German civil and intellectual property laws.
Transfer Intellectual Property Rights Agreement
A German law-governed agreement for transferring intellectual property rights between parties, including provisions for various IP types and regulatory compliance.
Short Form Assignment Agreement
A concise German law-governed agreement for transferring rights or assets between parties, structured to meet essential legal requirements while maintaining simplicity.
Invention Assignment Agreement
A German law-compliant agreement governing the assignment of employee inventions to employers, including statutory compensation and disclosure requirements under the Arbeitnehmererfindungsgesetz.
Debt Assumption Agreement
A German law-governed agreement where a new debtor assumes the debt obligations of an original debtor, subject to creditor consent and BGB requirements.
Assignment Of Sublease
A German law-compliant document transferring sublease rights and obligations from an existing subtenant to a new subtenant, including necessary consents and legal requirements under the BGB.
Assignment Of Security Agreement
A German law-governed agreement for transferring rights and obligations under an existing security agreement from an Assignor to an Assignee, ensuring compliance with BGB requirements.
Assignment Of Debt Agreement
A German law agreement transferring debt from one creditor to another, structured according to BGB requirements.
Assignment And Sublease
A German law-governed agreement combining lease assignment and sublease arrangements, transferring primary lease rights while establishing a sublease relationship.
Assignment And Assumption Agreement Asset Purchase
A German law-governed agreement facilitating the transfer of assets and associated rights and obligations between parties in an asset purchase transaction.
Assignment Of Asset Purchase Agreement
A German law-governed document transferring rights and obligations under an Asset Purchase Agreement from an original purchaser to a new purchaser.
Confidentiality And Intellectual Property Assignment Agreement
A German law-governed agreement combining confidentiality obligations and IP rights assignment, ensuring protection of trade secrets and establishing IP ownership while complying with German statutory requirements.
Confidential Information And Invention Assignment Agreement
German law-compliant agreement covering confidentiality obligations and invention assignments, suitable for protecting company IP and trade secrets while ensuring employee rights.
Debt Transfer Agreement
A German law agreement facilitating the transfer of debt obligations from an original debtor to a new debtor, structured under the German Civil Code (BGB).
Transfer Of Copyright Agreement
A German law-governed agreement for transferring copyright ownership, incorporating specific provisions required under German copyright law (Urheberrechtsgesetz).
Lease Assignment Agreement
A German law-governed agreement transferring lease rights and obligations from an existing tenant to a new tenant, compliant with BGB requirements.
Intellectual Property Assignment Agreement
German law-governed agreement for transferring intellectual property rights from an Assignor to an Assignee, ensuring compliance with German IP legislation.
Assignment Of Lease
A German law document transferring lease rights and obligations from an existing tenant to a new tenant, compliant with BGB requirements.
Assignment Contract
A German law-governed contract facilitating the transfer of rights or claims from an assignor to an assignee, structured under the German Civil Code (BGB).
Proprietary Information And Inventions Assignment Agreement
A German law-governed agreement establishing intellectual property rights assignment and confidentiality obligations between employer and employee, compliant with German Employee Inventions Act.
Employee Assignment Agreement
A German-law governed agreement establishing terms for temporary employee assignment between home and host employers, ensuring compliance with German labor regulations.
Commercial Lease Assignment Agreement
A German law agreement transferring commercial lease rights and obligations from an existing tenant to a new tenant, with landlord's consent.
Assignment Of Shares Agreement
A German law-governed agreement for the formal transfer of company shares from one party to another, requiring notarization under German corporate law.
Vehicle Assignment Agreement
A German law-governed agreement establishing terms and conditions for vehicle assignment between parties, typically used for company cars or fleet management.
Transfer And Assumption Agreement
A German law-governed agreement facilitating the transfer of rights, obligations, or assets between parties, structured under BGB and HGB requirements.
Stock Assignment Agreement
A German law-governed agreement for the formal transfer of shares between parties, complying with German corporate law requirements and regulations.
Download our whitepaper on the future of AI in Legal
³Ò±ð²Ô¾±±ð’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.