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Cession Agreement Template for Austria

This document is an Austrian law-governed Cession Agreement (also known as an Assignment Agreement) that facilitates the legal transfer of rights, claims, or receivables from one party (the Assignor) to another (the Assignee). Governed by the Austrian Civil Code (ABGB), particularly sections 1392-1399, this agreement sets out the terms and conditions of the assignment, including the identification of the assigned rights, purchase price, representations and warranties, and completion requirements. The document ensures compliance with Austrian legal requirements while providing a clear framework for the transfer of rights and associated obligations.

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What is a Cession Agreement?

A Cession Agreement is a crucial legal instrument under Austrian law used to effectuate the transfer of rights, claims, or receivables from one party to another. This type of agreement is commonly employed in various business scenarios, including debt assignments, factoring arrangements, corporate restructuring, and the sale of receivables. The document must comply with the Austrian Civil Code (ABGB) requirements and typically includes detailed provisions regarding the assigned rights, consideration, warranties, and completion mechanics. It's particularly important in financial transactions and business operations where the transfer of rights needs to be formally documented and legally secured. The agreement should address notification requirements, consent issues, and any specific formalities required under Austrian law for the type of rights being assigned.

What sections should be included in a Cession Agreement?

1. Parties: Identification of the Assignor and Assignee with full legal names and addresses

2. Background: Context of the assignment, including the original relationship and reason for the assignment

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Assignment: Detailed description of the rights, claims, or receivables being assigned

5. Assignment: Core provision effecting the transfer of rights from Assignor to Assignee

6. Purchase Price and Payment: Terms of payment for the assigned rights, including payment method and timing

7. Representations and Warranties: Assignor's declarations regarding their authority to assign and the status of the assigned rights

8. Completion: Actions to be taken to complete the assignment, including notifications and registrations

9. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

10. Execution: Signature blocks and execution requirements

What sections are optional to include in a Cession Agreement?

1. Security: Include when additional security is provided for the assigned rights

2. Data Protection: Required when personal data is involved in the assignment

3. Consent Requirements: Include when third-party consents are needed for the assignment

4. Tax Provisions: Include when specific tax implications need to be addressed

5. Further Assurance: Include when additional actions may be needed post-completion

6. Partial Invalidity: Include when there's risk that certain provisions might be challenged

7. Anti-Assignment Provisions: Include when addressing potential restrictions on assignment

8. Costs and Expenses: Include when cost allocation needs to be specifically addressed

What schedules should be included in a Cession Agreement?

1. Schedule 1 - Assigned Rights: Detailed description of all rights, claims, or receivables being assigned

2. Schedule 2 - Underlying Agreements: Copies or details of the agreements from which the assigned rights arise

3. Schedule 3 - Form of Notice: Template for notifying relevant third parties of the assignment

4. Schedule 4 - Completion Requirements: Checklist of actions required to complete the assignment

5. Appendix A - Required Consents: List of required third-party consents and their status

6. Appendix B - Related Security: Details of any security interests related to the assigned rights

Authors

Alex Denne

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

Jurisdiction

Austria

Document Type

Transfer Agreement

Cost

Free to use

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