Assumption Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Assumption Agreement

"I need an Assumption Agreement for my UAE construction company to take over all obligations under an existing building contract from ABC Contractors LLC, with an expected transfer date of March 1, 2025, including the assumption of all ongoing warranties and performance guarantees."

Document background
An Assumption Agreement is a crucial legal instrument used in the United Arab Emirates when one party needs to transfer its contractual obligations to another party. This document type is commonly employed in corporate restructurings, mergers and acquisitions, project finance arrangements, and other commercial transactions where a transfer of rights and obligations is necessary. The agreement must comply with UAE Civil Code requirements, particularly Articles 1106-1132 regarding the transfer of obligations. It's essential when companies undergo reorganization, when projects change hands, or when debt obligations need to be restructured. The document typically includes detailed provisions about the assumed obligations, conditions for the transfer, and the consequences for all parties involved. In the UAE context, special attention must be paid to ensure compliance with local laws, particularly regarding the transfer of obligations and any security interests.
Suggested Sections

1. Parties: Identification of the Original Obligor (transferring party), the New Obligor (assuming party), and the Beneficiary (original counterparty)

2. Background: Description of the original agreement, the reason for the assumption, and the parties' intentions

3. Definitions and Interpretation: Key terms used in the agreement, including 'Original Agreement', 'Assumed Obligations', 'Effective Date'

4. Assumption of Obligations: Core provision where New Obligor assumes the specified obligations from the Original Obligor

5. Release of Original Obligor: Terms under which the Original Obligor is released from the assumed obligations

6. Representations and Warranties: Standard representations from all parties, particularly regarding authority and capacity

7. Effective Date and Conditions: When the assumption becomes effective and any conditions that must be met

8. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

9. Notices: Contact details and methods for formal communications between parties

10. Counterparts and Execution: Provisions for signing the agreement and number of copies

Optional Sections

1. Security Arrangements: Include when existing security needs to be transferred or new security is being provided

2. Payment Provisions: Include when there are specific payment obligations or consideration for the assumption

3. Conditions Precedent: Include when the assumption is subject to specific conditions being met first

4. Consent of Other Parties: Include when third party consents are required for the assumption

5. Tax Provisions: Include when there are specific tax implications that need to be addressed

6. Further Assurance: Include when parties need to take additional actions to perfect the assumption

7. Partial Assumption: Include when only certain obligations are being assumed rather than the entire agreement

Suggested Schedules

1. Original Agreement: Copy or summary of the agreement being assumed

2. Assumed Obligations: Detailed list or description of the specific obligations being assumed

3. Existing Security: Details of any security arrangements that are being transferred or maintained

4. Form of Notice: Template for notifying relevant third parties of the assumption

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

6. Payment Schedule: If applicable, schedule of payments or financial obligations being assumed

Authors

Alex Denne

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

Relevant Industries

Banking and Finance

Real Estate

Construction

Manufacturing

Energy and Resources

Technology

Healthcare

Retail and Consumer

Transportation and Logistics

Professional Services

Relevant Teams

Legal

Finance

Commercial

Risk and Compliance

Corporate Secretarial

Business Development

Operations

Project Management

Treasury

Corporate Development

Relevant Roles

Legal Counsel

Corporate Lawyer

Finance Director

Chief Financial Officer

Commercial Director

Contract Manager

Business Development Manager

Risk Manager

Compliance Officer

Company Secretary

Project Manager

Transaction Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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