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Tripartite Assignment Agreement
1. Parties: Identifies and defines the three parties: Assignor, Assignee, and Other Party (typically the counterparty to the original agreement being assigned)
2. Background: Explains the context of the assignment, including details of the original agreement and the reason for assignment
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Assignment: Core provision detailing what is being assigned and the effective date of assignment
5. Consent and Acknowledgment: Formal consent from the Other Party to the assignment and acknowledgment of the Assignee as the new counterparty
6. Payment and Consideration: Details of any payment for the assignment and how it will be made
7. Representations and Warranties: Key statements and guarantees from each party regarding their capacity and authority
8. Rights and Obligations: Clarification of the rights and obligations of each party post-assignment
9. Governing Law and Jurisdiction: Specifies Danish law as governing law and establishes jurisdiction for disputes
10. Execution: Signature blocks for all three parties
1. Security and Guarantees: Include when the assignment involves existing security arrangements or requires new security
2. Regulatory Compliance: Include when the assignment requires specific regulatory approvals or notifications
3. Tax Provisions: Include when there are specific tax implications that need to be addressed
4. Confidentiality: Include when specific confidentiality obligations need to be established beyond what's in the original agreement
5. Further Assurance: Include when parties need to commit to additional future actions to perfect the assignment
6. Partial Assignment: Include when only certain rights/obligations are being assigned while others remain with the Assignor
7. Costs and Expenses: Include when there's a need to specify how transaction costs will be allocated
1. Original Agreement: Copy of the agreement being assigned
2. Rights and Obligations: Detailed list of specific rights and obligations being assigned
3. Outstanding Amounts: Schedule of any outstanding payments or obligations as of the assignment date
4. Required Consents: List of third-party consents obtained or required for the assignment
5. Contact Details: Contact information and notice details for all parties
6. Form of Notice: Template for notifying relevant third parties of the assignment
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