Assumption Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Assumption Agreement

Assumption Agreement

{{company_name}}

{{company_address}}

Tel: {{phone}}

Email: {{email}}

Website: {{website}}

ASSUMPTION AGREEMENT

This ASSUMPTION AGREEMENT (“Agreement”) is made and entered into this {{day}} day of {{month}}, {{year}},

BY AND BETWEEN:

{{old_party_name}}, a [company type, e.g., private company with limited liability] duly incorporated in accordance with the laws of {{country}}, with registration number {{old_party_registration_number}}, and having its registered office at {{old_party_address}} (hereinafter referred to as “the Assignor”);

AND

{{new_party_name}}, a [company type, e.g., private company with limited liability] duly incorporated in accordance with the laws of {{country}}, with registration number {{new_party_registration_number}}, and having its registered office at {{new_party_address}} (hereinafter referred to as “the Assumptor”);

AND

{{original_creditor_name}}, a [company type, e.g., private company with limited liability] duly incorporated in accordance with the laws of {{country}}, with registration number {{original_creditor_registration_number}}, and having its registered office at {{original_creditor_address}} (hereinafter referred to as “the Obligee”).

(Collectively referred to as “the Parties” and individually as “a Party”).

RECITALS

WHEREAS, the Assignor is indebted to the Obligee under a certain {{original_agreement_type}} agreement dated {{original_agreement_date}} (hereinafter referred to as “the Original Agreement”), a copy of which is attached hereto as Annexure “A” and incorporated herein by reference.

WHEREAS, the Assignor desires to assign and transfer all its rights, obligations, and liabilities under the Original Agreement to the Assumptor.

WHEREAS, the Assumptor desires to assume all rights, obligations, and liabilities of the Assignor under the Original Agreement.

WHEREAS, the Obligee has agreed to the assignment and assumption of the Original Agreement by the Assumptor, thereby releasing the Assignor from its obligations thereunder.

ASSUMPTION OF OBLIGATIONS

1.1. The Assumptor hereby irrevocably and unconditionally assumes all the obligations, duties, and liabilities of the Assignor under the Original Agreement.

1.2. The Assumptor further agrees to be bound by all the terms, conditions, and covenants contained in the Original Agreement as if the Assumptor had been an original party thereto.

1.3. This assumption includes, without limitation, the obligation to pay the principal amount of {{currency}} {{amount}} ({{amount_words}}), together with accrued interest, fees, and charges, as stipulated in the Original Agreement.

1.4. The Assumptor acknowledges that the Obligee is relying on this Assumption Agreement and the Assumptor’s undertaking to perform the obligations hereunder.

RELEASE OF ASSIGNOR

2.1. In consideration of the Assumptor’s agreement to assume the obligations hereunder, the Obligee hereby irrevocably and unconditionally releases and discharges the Assignor from all its obligations, duties, and liabilities under the Original Agreement, effective from the date of this Agreement.

2.2. The Assignor shall have no further liability or obligation to the Obligee with respect to the Original Agreement.

REPRESENTATIONS AND WARRANTIES OF ASSUMPTOR

The Assumptor hereby represents and warrants to the Assignor and the Obligee that:

3.1. It has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

3.2. This Agreement constitutes a legal, valid, and binding obligation of the Assumptor, enforceable against it in accordance with its terms.

3.3. The execution, delivery, and performance by the Assumptor of this Agreement do not contravene any law, regulation, or agreement to which the Assumptor is a party or by which it is bound.

GOVERNING LAW AND JURISDICTION

4.1. This Agreement shall be governed by and construed in accordance with the laws of {{country}}.

4.2. The Parties irrevocably submit to the non-exclusive jurisdiction of the {{court_name}} in respect of any dispute arising out of or in connection with this Agreement.

ENTIRE AGREEMENT

5.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, between the Parties relating to such subject matter.

NOTICES

6.1. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or sent by email to the addresses set forth above, or to such other address as a Party may designate by notice to the other Parties.

GENERAL

7.1. 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.

7.2. No amendment to this Agreement shall be effective unless in writing and signed by all the Parties.

7.3. No waiver of any breach of any provision of this Agreement shall be effective unless in writing and signed by the Party waiving such breach.

SIGNATURES

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

_____________________________

{{new_party_name}} (Assumptor)

Duly authorised representative: {{assumptor_representative_name}}

Signature: ___________________

_____________________________

{{old_party_name}} (Assignor)

Duly authorised representative: {{assignor_representative_name}}

Signature: ___________________

_____________________________

{{original_creditor_name}} (Obligee)

Duly authorised representative: {{obligee_representative_name}}

Signature: ___________________