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1. Parties: Identification and details of the Assignor and Assignee, including full legal names, registration details if companies, and addresses
2. Background: Context of the assignment, including the relationship between parties and reason for the assignment
3. Definitions: Definitions of key terms used in the deed, including 'Assigned Property', 'Effective Date', and other relevant terms
4. Assignment: Core provision effecting the absolute and unconditional transfer of the property/rights from Assignor to Assignee
5. Consideration: Details of any payment or other consideration for the assignment
6. Assignor's Representations and Warranties: Standard warranties regarding ownership, right to assign, and absence of encumbrances
7. Further Assurance: Obligation to execute further documents and take additional steps if needed to perfect the assignment
8. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
9. Execution: Formal execution block meeting German law requirements
1. Conditions Precedent: Include when the assignment is subject to certain conditions being met before becoming effective
2. Tax Provisions: Include when there are specific tax implications or arrangements that need to be addressed
3. Confidentiality: Include when the assignment involves sensitive information or trade secrets
4. Notice Requirements: Include when third parties need to be notified of the assignment
5. Registration Requirements: Include when the assigned rights/property require registration with authorities
6. Anti-Assignment Provisions: Include when addressing any existing restrictions on assignment
7. Costs and Expenses: Include when there's a need to specify responsibility for transaction costs
1. Schedule 1 - Description of Assigned Property: Detailed description of the property, rights, or assets being assigned
2. Schedule 2 - Existing Contracts: List and details of any contracts related to the assigned property/rights
3. Schedule 3 - Required Consents: List of any third-party consents required for the assignment
4. Schedule 4 - Encumbrances: Details of any existing encumbrances on the assigned property
5. Appendix A - Related Documents: Copies of relevant certificates, registrations, or other supporting documents
6. Appendix B - Form of Notice: Template for any required notices to third parties regarding the assignment
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