Assignment Clause Share Purchase Agreement

While simple anti-assignment clauses are generally applicable, some types of M&A-Deal effectively circumvent these provisions and, therefore, the need to obtain consents from third parties (see the following discussion on the impact of M&A agreements on the assignment of the contract for more details). The structure used in a given M&A transaction is essential to determine the treatment of the different contractual rights of the target company. This section examines the treatment of contractual rights related to four common M&A structures: (i) reverse triangular mergers, (ii) advance mergers, (iii) share purchases and (iv) securities purchases. For more information on M&A deal structures, click here and here. When checking each of the following agreement structures, please note that each of the general rules is subject to the exceptions mentioned above. In order to make an assignment in connection with a purchase of goods, the seller and the buyer should enter into a contract of assignment in which the seller assigns the contract and all rights, obligations and benefits thereof to the buyer, and the buyer undertakes to assume and fulfil those rights, obligations and benefits where applicable. The transferred contract may determine the seller`s obligations after the assignment of the contract. In many cases, the seller is not exempt from his obligations, regardless of an assignment. In such cases, where the remaining party is not prepared to exempt the seller from its obligations, the seller and the buyer should in future fulfil each of their obligations with respect to the contract and the third party. As a general rule, the buyer agrees with the seller to be solely responsible and undertakes to keep the seller harmless from any non-performance or breach by the buyer under the contract from time to time after the date of assignment. Now let`s take a look at a comprehensive anti-assignment clause: “XYZ Company may not assign or transfer this agreement, in whole or in part, without the prior written permission of ABC Company…