Document background
The Assumption Agreement is a crucial document in Dutch contract law used when one party wishes to transfer its contractual position to another entity. This commonly occurs in corporate restructurings, mergers and acquisitions, or business succession planning. Under Dutch law (Burgerlijk Wetboek), such transfers require explicit consent from all parties involved and must comply with Article 6:159 regarding contractsoverneming (contract assumption). The agreement needs to clearly identify the original contract being transferred, specify which rights and obligations are being assumed, and establish the effective date of transfer. It may also address continuing obligations, warranties, and any conditions precedent to the transfer. This document is particularly important in ensuring a smooth transition of contractual relationships while maintaining legal certainty for all parties involved.
