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Assignment And Assumption Agreement Asset Purchase Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Assignment And Assumption Agreement Asset Purchase is a crucial document in German business transactions where assets are being transferred between parties. It serves as the implementing document for asset purchase transactions, ensuring compliance with German legal requirements including the Civil Code (BGB) and Commercial Code (HGB). This agreement is typically used following a master purchase agreement or as part of a larger transaction structure, documenting the specific terms of transfer for identified assets and the assumption of related liabilities. It must address particular German law requirements regarding form, registration, and third-party consents, especially for real estate transfers, IP rights, and employee transfers. The document is essential for ensuring clear documentation of the transfer of ownership, assumption of obligations, and allocation of risks and responsibilities between parties.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses




































Relevant Industries

Manufacturing

Real Estate

Technology

Financial Services

Healthcare

Energy

Retail

Telecommunications

Transportation

Industrial

Professional Services

Construction

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Operations

Tax

Treasury

Commercial

Property Management

Relevant Roles

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

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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