{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
Assumption Agreement
Assumption Agreement
RECITALS
WHEREAS, {{original_party_name}} (the "Original Obligor") is indebted to {{creditor_name}} (the "Creditor") in the amount of {{debt_amount}} (the "Original Obligation");
WHEREAS, {{new_party_name}} (the "Assuming Party") desires to assume the Original Obligation from the Original Obligor; and
WHEREAS, the Creditor has agreed to the assumption of the Original Obligation by the Assuming Party, subject to the terms and conditions set forth herein.
ASSUMPTION OF OBLIGATION
Effective as of {{effective_date}}, the Assuming Party hereby irrevocably and unconditionally assumes all of the Original Obligation, including, without limitation, all principal, interest, fees, costs, and expenses related thereto.
The Assuming Party acknowledges and agrees that it shall be solely responsible for the payment and performance of the Original Obligation in accordance with its terms, as if the Assuming Party were the original obligor thereunder.
RELEASE OF ORIGINAL OBLIGOR
Upon the full and timely performance by the Assuming Party of all its obligations under this Agreement and the Original Obligation, the Creditor hereby releases and discharges the Original Obligor from any further liability or obligation with respect to the Original Obligation. This release shall be effective only upon such full and timely performance.
REPRESENTATIONS AND WARRANTIES OF ASSUMING PARTY
The Assuming Party represents and warrants to the Original Obligor and the Creditor that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation/formation.
(b) It has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(c) This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms.
(d) The execution, delivery, and performance of this Agreement will not violate any agreement or instrument to which it is a party or by which it is bound.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of {{applicable_country}}.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{applicable_country}}.
NOTICES
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable overnight courier, or sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth below (or such other address as a party may specify by notice to the other parties):
To the Original Obligor:
{{original_party_name}}
{{original_party_address}}
To the Assuming Party:
{{new_party_name}}
{{new_party_address}}
To the Creditor:
{{creditor_name}}
{{creditor_address}}
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
AMENDMENTS
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties hereto.
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.
SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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