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Assignment And Assumption Agreement
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1. Parties: Identification of assignor, assignee, and any other relevant parties to the agreement
2. Background/Recitals: Context of the original agreement and reason for assignment, including reference to the original agreement being assigned
3. Definitions: Key terms used throughout the agreement including defined terms from the original agreement
4. Assignment: Detailed provisions regarding the specific rights, obligations, and interests being assigned
5. Assumption: Assignee's explicit acceptance and assumption of assigned rights, obligations, and liabilities
6. Effective Date: Specification of when the assignment and assumption becomes effective
7. Governing Law: Specification of the jurisdiction and laws governing the agreement
8. Execution: Signature blocks for all parties including dates and appropriate attestation
1. Consent: Section documenting the original contract party's consent to the assignment, required when specified in original agreement or by law
2. Representations and Warranties: Statements about authority to assign, status of original agreement, and other material facts, typically included in complex transactions
3. Indemnification: Provisions for protection against claims arising from pre/post-assignment periods, recommended for high-value transactions
4. Consideration: Details of any payment or consideration for the assignment, if applicable
5. Further Assurances: Commitment to take additional actions necessary to effectuate the assignment
6. Notices: Communication procedures and contact information for all parties, particularly important in ongoing obligations
1. Schedule A - Original Agreement: Copy of the complete agreement being assigned
2. Schedule B - Consent Documents: Written consents from relevant parties where required
3. Schedule C - Assignment Schedule: Detailed itemization of specific rights, obligations, and assets being assigned
4. Schedule D - Excluded Rights and Obligations: List of any rights or obligations specifically excluded from the assignment
Authors
Real Estate
Financial Services
Technology
Manufacturing
Construction
Legal
Finance
Corporate Development
Compliance
Operations
Chief Legal Officer
Contract Manager
Business Development Manager
Corporate Counsel
CFO
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