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Tripartite Assignment Agreement
"I need a Tripartite Assignment Agreement under Saudi law for the assignment of a construction contract from ABC Contractors LLC to XYZ Building Co., with Saudi Development Corp. as the project owner, to be effective from March 1, 2025, including specific provisions for outstanding payment obligations and performance guarantees."
1. Parties: Identifies and defines the three parties: Assignor, Assignee, and Obligor/Third Party
2. Background: Explains the context of the original agreement and the reason for the assignment
3. Definitions: Defines key terms used throughout the agreement, including the Original Agreement, Assigned Rights, and Effective Date
4. Assignment: Core provision detailing the assignment of rights and obligations from Assignor to Assignee
5. Consideration: Details of any consideration paid for the assignment (must comply with Shariah principles)
6. Consent and Acknowledgment: Third party's explicit consent to and acknowledgment of the assignment
7. Effective Date and Conditions Precedent: Specifies when the assignment takes effect and any conditions that must be met
8. Representations and Warranties: Standard warranties from all parties, including capacity and authority to enter into the agreement
9. Obligations of the Parties: Specific ongoing obligations of each party post-assignment
10. Further Assurance: Commitment to execute additional documents or take further actions if needed
11. Governing Law and Jurisdiction: Confirms Saudi law as governing law and specifies jurisdiction for disputes
12. Notices: Details how formal notices should be given between the parties
13. Execution: Signature blocks for all three parties
1. Anti-Assignment Provisions: Required when the original agreement contains restrictions on assignment that need to be addressed
2. Security Provisions: Include when additional security is being provided as part of the assignment arrangement
3. Costs and Expenses: Include when there needs to be specific provision for who bears the costs of the assignment
4. Confidentiality: Include when sensitive information is involved or when extending existing confidentiality obligations
5. Tax Provisions: Include when there are specific tax implications that need to be addressed
6. Partial Assignment Provisions: Required when only certain rights/obligations are being assigned rather than the entire agreement
7. Shariah Compliance Declaration: Include when explicitly required to confirm compliance with Islamic principles
1. Schedule 1 - Original Agreement: Copy or details of the agreement being assigned
2. Schedule 2 - Assigned Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Schedule 3 - Conditions Precedent: List of any conditions that must be satisfied before the assignment becomes effective
4. Schedule 4 - Form of Notice: Template for notifying any relevant third parties of the assignment
5. Schedule 5 - Required Consents: List of any third-party consents required and their status
6. Appendix A - Powers of Attorney: If required, forms of any powers of attorney to be granted
7. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations and powers of the signatories
Authors
Banking and Finance
Real Estate
Construction
Energy and Resources
Manufacturing
Telecommunications
Healthcare
Transportation and Logistics
Technology
Infrastructure
Islamic Finance
Commercial Services
Investment Services
Legal
Commercial
Finance
Compliance
Risk Management
Corporate Secretariat
Business Development
Operations
Project Management
Investment
Transaction Advisory
Legal Counsel
Contract Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Project Manager
Finance Director
Chief Financial Officer
Compliance Officer
Risk Manager
Corporate Secretary
Managing Director
Operations Director
Investment Manager
Transaction Manager
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