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Wholesale Assignment Contract Template for New Zealand

This document is a comprehensive Wholesale Assignment Contract governed by New Zealand law, designed for business-to-business transactions involving the transfer of rights, assets, or obligations. It incorporates key provisions required under New Zealand's Contract and Commercial Law Act 2017 and related legislation, ensuring compliance with local regulatory requirements. The contract facilitates the formal transfer of wholesale assets or rights from one business entity to another, including detailed provisions for consideration, warranties, completion requirements, and post-assignment obligations. It is structured to accommodate various types of wholesale assignments while providing adequate protection for all parties involved.

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What is a Wholesale Assignment Contract?

The Wholesale Assignment Contract is a crucial legal instrument used in New Zealand business transactions where one entity (the assignor) transfers rights, assets, or obligations to another entity (the assignee) in a wholesale context. This document is particularly relevant when businesses need to transfer commercial rights, receivables, contracts, or other assets in bulk or at a wholesale level. The contract must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Personal Property Securities Act 1999, and other relevant legislation. It typically includes comprehensive provisions covering the nature of the assignment, consideration, warranties, completion requirements, and ongoing obligations. This type of agreement is commonly used in business restructuring, debt assignments, asset sales, and other commercial transactions where wholesale transfer of rights or assets is required.

What sections should be included in a Wholesale Assignment Contract?

1. Parties: Identification of the assignor, assignee, and any other relevant parties to the agreement

2. Background: Context of the assignment, including the original rights/assets being assigned and the purpose of the assignment

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpretation

4. Assignment: Core provisions detailing what is being assigned, the effective date, and the scope of the assignment

5. Consideration: Details of the payment or other consideration for the assignment

6. Assignor's Warranties: Warranties regarding ownership, right to assign, and quality of the assigned rights/assets

7. Completion Requirements: Actions required to complete the assignment, including documentation and registrations

8. Post-Assignment Obligations: Ongoing obligations of both parties after the assignment is complete

9. Notices: Requirements for giving notices under the agreement

10. General Provisions: Standard contractual provisions including governing law, dispute resolution, and severability

What sections are optional to include in a Wholesale Assignment Contract?

1. Security Arrangements: Required when the assignment involves security interests that need to be registered under the PPSA

2. Third Party Consents: Needed when the assignment requires consent from third parties to be effective

3. Tax Provisions: Detailed tax provisions when the assignment has significant tax implications

4. Intellectual Property: Required when the assigned assets include intellectual property rights

5. Transitional Arrangements: Needed when there's a transition period for the transfer of assigned rights/assets

6. Confidentiality: Required when the assignment involves sensitive commercial information

7. Anti-Money Laundering Compliance: Needed for assignments involving regulated entities or substantial financial transactions

What schedules should be included in a Wholesale Assignment Contract?

1. Schedule 1 - Assigned Assets: Detailed description and/or list of all assets being assigned

2. Schedule 2 - Consideration and Payment Terms: Detailed breakdown of consideration and payment arrangements

3. Schedule 3 - Completion Requirements: Checklist of actions required for completion

4. Schedule 4 - Form of Notice to Third Parties: Template notices to be sent to relevant third parties

5. Schedule 5 - Excluded Assets/Rights: List of specific assets or rights excluded from the assignment

6. Appendix A - Related Agreements: Copies or details of related agreements affecting the assigned assets

7. Appendix B - Required Consents: List of required third-party consents and their status

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

New Zealand

Publisher

Ƶ

Cost

Free to use

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