Assumption Agreement Template for Germany

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Key Requirements PROMPT example:

Assumption Agreement

"I need an Assumption Agreement under German law for our corporate restructuring where our subsidiary ABC GmbH will take over all existing supply contract obligations from XYZ GmbH, with the transfer to be effective from March 1, 2025, including provisions for supplier consent and transitional arrangements."

Document background
The Assumption Agreement (Schuldübernahme) is a crucial document in German business and financial transactions where one party needs to take over the obligations of another. This document is commonly used in corporate restructurings, M&A transactions, or debt refinancing scenarios. It must comply with the specific requirements of German law, particularly Sections 414-418 of the German Civil Code (BGB), which govern the assumption of debt. The agreement requires careful drafting to ensure all essential elements are included: clear identification of the assumed obligations, explicit creditor consent, and proper documentation of the transfer of responsibilities. It's particularly important in scenarios involving corporate group reorganizations, business sales, or when companies need to reallocate their debt obligations.
Suggested Sections

1. Parties: Identification of all parties: Original Debtor, New Debtor, and Creditor, including full legal names and addresses

2. Background: Context of the assumption, including reference to the original obligation and the reason for the assumption

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

4. Subject Matter of Assumption: Detailed description of the obligations being assumed, with reference to the Original Agreement

5. Assumption of Obligations: Express provision stating the new debtor's assumption of the specified obligations and the original debtor's release

6. Effective Date: Specification of when the assumption becomes effective

7. Representations and Warranties: Basic representations from both original and new debtor regarding authority and capacity

8. Creditor's Consent: Express consent of the creditor to the assumption of debt

9. Governing Law: Specification of German law as governing law

10. Execution: Signature blocks for all parties

Optional Sections

1. Security and Guarantees: Details of any security or guarantees to be provided by the new debtor, used when additional security is required

2. Conditions Precedent: Any conditions that must be met before the assumption becomes effective, used in complex transactions

3. Transitional Provisions: Provisions governing the transition period, used when there are ongoing obligations

4. Indemnification: Provisions for indemnification between parties, used when specific risks need to be allocated

5. Notices: Formal requirements for notices between parties, used in longer-term arrangements

6. Severability: Standard severability clause, used when greater certainty about partial invalidity is needed

7. Costs and Expenses: Allocation of costs related to the assumption, used when significant costs are involved

Suggested Schedules

1. Schedule 1 - Assumed Obligations: Detailed list and description of all obligations being assumed

2. Schedule 2 - Original Agreement: Copy or extract of the original agreement containing the obligations

3. Schedule 3 - Related Security Documents: List and copies of any security documents related to the assumed obligations

4. Schedule 4 - Consent Requirements: List of any third-party consents required and their status

5. Schedule 5 - Outstanding Amounts: Statement of any outstanding amounts as of the effective date

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 Financial Services

Real Estate

Manufacturing

Construction

Energy

Infrastructure

Healthcare

Technology

Retail

Professional Services

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Risk Management

Commercial

Compliance

Corporate Development

Mergers & Acquisitions

Business Operations

Corporate Secretariat

Relevant Roles

Legal Counsel

Corporate Lawyer

Finance Director

Chief Financial Officer

Treasury Manager

Risk Manager

Commercial Director

Compliance Officer

Business Development Manager

Contract Manager

Corporate Secretary

M&A Director

Restructuring Officer

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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