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Assignment Of Purchase And Sale Agreement Form
"I need an Assignment of Purchase and Sale Agreement Form under German law for transferring my rights as seller in a commercial property sale agreement dated March 15, 2025, to a new corporate entity, with the original purchase price being €2.5 million and requiring the original buyer's consent."
1. Parties: Identification of all parties: Assignor (current seller), Assignee (new seller), and Original Buyer from the purchase agreement
2. Background: Context of the original purchase agreement and the reason for assignment
3. Definitions: Key terms used throughout the agreement, including 'Purchase Agreement', 'Assignment Date', 'Consideration'
4. Subject of Assignment: Details of the original purchase agreement being assigned and specific rights/obligations being transferred
5. Assignment and Assumption: Formal language of assignment and the assignee's assumption of obligations
6. Consideration: Details of payment or other consideration for the assignment
7. Representations and Warranties: Basic warranties regarding authority to assign, validity of purchase agreement, no prior assignment
8. Effective Date and Conditions: When the assignment takes effect and any conditions precedent
9. Notices: How and where formal communications between parties should be made
10. Governing Law: Confirmation of German law application and jurisdiction
11. Entire Agreement: Standard integration clause confirming this document represents the complete agreement
1. Consent of Original Buyer: Required if the original purchase agreement requires buyer's consent for assignment
2. Real Estate Provisions: Required if the purchase agreement involves real property, including Grundbuch (land registry) requirements
3. Security Provisions: Include when there are existing securities or guarantees that need to be transferred or replaced
4. Tax Provisions: Include specific tax arrangements or implications when relevant to the assignment
5. Broker Provisions: Required if there are broker relationships or commissions to be addressed
6. Confidentiality: Include when sensitive commercial information is involved
7. Post-Assignment Obligations: Include when specific obligations continue past the assignment date
1. Schedule A - Original Purchase Agreement: Copy of the purchase agreement being assigned
2. Schedule B - Property Description: Detailed description of property or assets if applicable
3. Schedule C - Outstanding Obligations: List of remaining obligations under the purchase agreement
4. Schedule D - Consideration Details: Payment terms, schedules, and any adjustments
5. Appendix 1 - Consent Documents: Any required consent forms from original parties or third parties
6. Appendix 2 - Due Diligence Documents: Relevant due diligence materials and certificates
Authors
Real Estate
Commercial Property
Manufacturing
Retail
Construction
Infrastructure
Energy
Technology
Agriculture
Industrial
Financial Services
Hospitality
Legal
Commercial
Real Estate
Procurement
Business Development
Compliance
Operations
Corporate Affairs
Risk Management
Asset Management
Investment
Property Management
Legal Counsel
Contract Manager
Business Development Manager
Real Estate Manager
Property Developer
Commercial Director
Procurement Manager
Asset Manager
Transaction Manager
Corporate Lawyer
Chief Legal Officer
Business Operations Manager
Investment Manager
Compliance Officer
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