Assumption Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSUMPTION AGREEMENT

This Assumption Agreement ("Agreement") is made and entered into on this {{date_of_agreement}}

**BETWEEN:**

**{{original_party_name}}**, a company duly incorporated under the laws of {{original_party_jurisdiction}}, with its registered office at {{original_party_address}} (hereinafter referred to as "Assignor");

**AND**

**{{assuming_party_name}}**, a company duly incorporated under the laws of {{assuming_party_jurisdiction}}, with its registered office at {{assuming_party_address}} (hereinafter referred to as "Assignee").

(Collectively referred to as "the Parties" and individually as "Party")

RECITALS

WHEREAS, the Assignor is party to certain agreements, obligations, or liabilities as more fully described in Schedule A attached hereto (the "Assigned Obligations");

WHEREAS, the Assignee desires to assume, and the Assignor desires to assign, all of the Assignor's rights, title, interest, and obligations in and to the Assigned Obligations;

WHEREAS, both Parties desire to set forth the terms and conditions of such assumption and assignment herein.

ASSUMPTION OF OBLIGATIONS

1.1. **Assumption.** The Assignee hereby irrevocably and unconditionally assumes all of the Assignor's rights, title, interest, burdens, and obligations in, to, and under the Assigned Obligations, effective as of the Effective Date (as defined below).

1.2. **Full Release.** Upon the execution of this Agreement, the Assignor shall be fully and irrevocably released from all future obligations and liabilities under the Assigned Obligations, to the extent that such obligations and liabilities are assumed by the Assignee hereunder.

1.3. **Effective Date.** The effective date of this Agreement shall be {{effective_date}} ("Effective Date").

REPRESENTATIONS AND WARRANTIES

2.1. **Authority.** Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

2.2. **Binding Obligation.** This Agreement constitutes a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms.

2.3. **No Conflict.** The execution and delivery of this Agreement and the performance by each Party of its obligations hereunder do not and will not conflict with, or constitute a default under, any agreement or instrument to which such Party is a party or by which it is bound.

INDEMNIFICATION

3.1. **Assignee Indemnity.** The Assignee hereby agrees to indemnify, defend, and hold harmless the Assignor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to the Assigned Obligations from and after the Effective Date.

3.2. **Assignor Indemnity.** The Assignor hereby agrees to indemnify, defend, and hold harmless the Assignee from and against any and all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to the Assigned Obligations prior to the Effective Date.

GOVERNING LAW AND JURISDICTION

4.1. **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

4.2. **Jurisdiction.** The Parties irrevocably agree that the courts of {{dispute_resolution_jurisdiction}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

MISCELLANEOUS

5.1. **Entire Agreement.** This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the Parties with respect to such subject matter.

5.2. **Amendments.** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

5.3. **Severability.** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

5.4. **Counterparts.** This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Schedule A: Assigned Obligations

_[Please list and describe in detail the specific agreements, obligations, or liabilities being assumed, e.g., 'Loan Agreement between [Lender] and [Assignor] dated [Date] for the principal amount of [Amount].']_

{{list_of_assigned_obligations}}

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Assumption Agreement as of the date first above written.

**ASSIGNOR:**

_____________________________

Name: {{assignor_signer_name}}

Title: {{assignor_signer_title}}

Date: {{assignor_signature_date}}

**ASSIGNEE:**

_____________________________

Name: {{assignee_signer_name}}

Title: {{assignee_signer_title}}

Date: {{assignee_signature_date}}